


One Question

by Hezikiah



Category: Doctor Who (2005)
Genre: F/M, Romance, Virginity
Language: English
Status: Completed
Published: 2017-10-24
Updated: 2017-10-24
Packaged: 2019-01-22 04:18:29
Rating: Mature
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 12
Words: 53,802
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/12473320
Author URL: https://archiveofourown.org/users/Hezikiah/pseuds/Hezikiah
Summary: The Doctor offers to help Donna conquer her biggest fear...





	1. Chapter 1

**Author's Note:**

> This was my first foray into Smutland. Be nice. :-D

It had been a long, hard week of saving planets, making mischief, and running. Lots of running. Life with the Doctor aboard the TARDIS always involved copious amounts of running.

Donna Noble hopped into the jump seat in the TARDIS control room and tugged off her trainers and socks. “Just look at my feet!” she complained. “Red and swollen as a tomato.” She wiggled her toes and made a tired sound. “Just for once, why can't we save the oppressed aliens on a nice beach planet somewhere, Doctor?”

“Nice beach planet,” the Doctor echoed from the control console. He knocked on the plastic cover of the time rotor, glancing up. “Did you hear?” he asked the TARDIS sarcastically. “Donna wants to save aliens on a beach planet next time. Think we could arrange that?”

Donna rolled her eyes. “I'm serious, Doctor! My feet are killing me! It's been nothing but run run run for the last week! I need a break.”

The Doctor's expression softened. He knew Donna well enough to know that if she asked for time off, she really needed it. She loved the madcap lifestyle they led, the never ending adventures, but even she needed to take time for a breather now and then. “All right,” he agreed. “No new planets until tomorrow. We can have an evening off.”

“Sounds heavenly,” Donna agreed.

“So what do you want to do?” he asked, as he turned to send the ship into the time vortex. “The night is yours.”

Donna grinned at him. “I want to stay in. Telly and booze, Doctor. It's been forever since I've done that.”

Inwardly, the Doctor groaned. It sounded so...domestic. “Sounds brilliant.”

Donna hopped off the jump seat. “Great! I'll meet you in the lounge in a bit. You bring the booze. I'm off to take a hot shower and soak my feet for a bit.” She padded off down the corridor as the Doctor tried to remember where the liquor cabinet had gotten off to.

Thirty minutes later, he waited in the lounge with a bottle of Cabernet from 1910, a glass, and a banana daiquiri. He knew Donna liked red wines, but he could hardly stand the stuff. The lounge was a narrow rectangular room, paneled in wood with shelves that held assorted objects, curios, and trophies that he'd acquired over the years. A deep red sofa stood at one end with a mahogany coffee table in front of a fireplace. The fireplace's mantel was carved in the circular language of Gallifrey and an everlasting fire burned in the grate. The room was warm and cozy and the Doctor spent very little time here, which he admitted to himself was a shame.

Donna appeared a few minutes later, recently showered and wearing red and green striped plaid flannel pajamas that he remembered Wilf had given her for Christmas. “Ooh, wine!” she crowed and he grinned at her and popped the cork out.

As he poured her a glass, he said, “Hate to tell you this, but my holo telly's busted. Been meaning to pop by 3422 and have it repaired. It's still under warranty, has been for the last fifty years. That's the beauty of time travel, Donna. Warranties never expire.”

Donna took the proffered glass and settled into the sofa. “Make that our next trip because I want to catch up on _Supernatural_. So what are we going to do instead of watching telly?”

“I suppose we could play 20 Questions,” the Doctor suggested as he sat down on the other end of the sofa.

“Blech,” Donna declared. “I hate that game. Gramps always made me play it on the bus on our Saturday outings.”

“Ok, how about One Question, then?”

“One question?” Donna hooted. “How'm I supposed to figure out what you're thinking about in only one question, Doctor? That's impossible.”

“What? No, no that's not how it's played. All it means is that we get to ask each other one question, anything we want. What do you think?”

“Doesn't sound very challenging,” she observed.

The Doctor smirked. “Depends on what questions we ask each other.”

“Oi! You're not going to ask me about some impossible space physics, are you, just to sound superior?” she asked. “Because I don't know anything about twelfth dimensional...mumbo jumbo stuff.”

“Mumbo jumbo...no,” the Doctor answered, trying not to laugh. “I promise I'll only ask you things that you'll know the answer to, ok?”

“Well, ok,” she agreed, sounding a little reluctant. “Fire away, Doctor.”

The Doctor didn't hesitate. “What are you scared of, Donna?”

“Huh?” Donna asked.

“I asked,” the Doctor repeated with care, “What is Donna Noble afraid of?”

The corner of Donna's mouth quirked for a moment. She took a long, slow sip of her wine before shaking her head. “Nuh huh, Spaceman. I won't answer that one.”

“Oh?” He raised an eyebrow and sat up straighter in curiosity. “Why not?”

She looked at him for a long moment before stating, “Because you'll laugh. It's silly.”

The Doctor crossed his arms and looked hurt. “Do you really think I'd laugh at your fears, Donna?”

Unfazed, she shook her head again. “You'd laugh at this one.”

“What if I promised not to?”

“Not unless you promise and then promise to take me out for an expensive supper when you break your first promise.”

The Doctor scratched his head. “I promise. Wait...what?”

Donna buried her nose in her wineglass and mumbled, “I'm afraid of it.” She took a long swig of wine, blushing almost as red as the Cabernet in her glass.

The Doctor had to strain to hear her words. “Sorry...'it?' 'It' what?”

“You know,” she said, but the Doctor didn't understand. “It! Doing it!” He thought hard for a long moment, his mouth slightly open as he tried to figure out exactly what she was referring to. His flabbergasted look was so comedic that Donna busted into nervous giggles. “For how smart you are, you can be so dense sometimes.”

“Wait, do you mean sex?” he asked, sounding confused.

“Bingo! Time Lord wins a banana. Oh! I made a Freudian joke there, didn't I?” She shot him a warning glance. “Don't you dare laugh at me.”

The Doctor held up his hands in a placating gesture. “I promised you I wouldn't. Do you see me laughing? And why would I laugh, anyway?”

“'Cause it's weird!” She took another gulp of wine and reached for the bottle.

“Oh, I dunno,” he shrugged. “I've heard of stranger fears. Is there a reason why?”

Donna sighed a little as she refilled her glass with Cabernet. “Can't believe I'm even talking about this with you. I suppose, maybe, it was because of the time when I was sixteen. I fancied an older bloke at school. Thought he loved me and all that rot. Turns out all he wanted was to get in my knickers, same as what most blokes are after. He was pretty...erm...adamant, but a well placed knee in the goolies ended that really quick. After that, I guess...” she waved a hand dismissively, “guess I found it hard to trust men. I developed this dumb idea that if I didn't give them what they wanted, they'd try to take it from me. I dated a few times, but it seemed they all wanted the same thing. Maybe I just attracted the wrong sort, I don't know. Somehow I got it into my head that it would hurt physically as much as it does emotionally. After twenty odd years, it's evolved into an irrational fear. I've never tried, you see. Been too scared.”

The Doctor took the wine bottle from her hand and set it down on the table. “But you and Lance...”

“Never did anything,” she shook her head. “Oh, I told him. And he laughed.” She closed her eyes and the Doctor could see the brief pain flash over her features. “That probably should have been my first clue that something was off with that spider-loving git. He wanted to wait until our wedding night, said it was proper that way. I readily agreed. I wasn't eager to jump into the sack with him, but I trusted him. More than I trusted anyone else at the time.”

There was a long silence between them. The Doctor finally asked, “Do you think you ever could? Face that fear, I mean.”

Donna snorted. “Maybe if it were the right person. I'm not holding out for true love or anything, not at my age. But it would have to be someone I trusted. Someone I at least felt some kind of attraction to. Someone who had a lot of patience with me.” She shook her head. “And that's not likely to happen anytime soon.”

“Nothing's impossible, Donna,” the Doctor replied, a cryptic note creeping into his voice.

“That's true,” she admitted. “So there you have it, Doctor. What Donna Noble's afraid of.” She toasted him with her wineglass. “And now I'm thoroughly embarrassed.”

“So ask me an embarrassing question and we'll be proper company for each other. It's your turn anyway.”

Donna considered asking him what _he_ was afraid of, but she knew better than to open up that can of worms. She often saw the haunted look in his eyes and she was pretty sure she didn't want to know about the Doctor's nightmares. A thought popped into her head and before she could stop herself, she asked, “Ok, since we're already mortifying ourselves talking about sex, what's the difference between Time Lords mating and humans mating?”

This time the Doctor busted into laughter. Real, genuine laughter. Donna watched with growing amusement as he fell back into the couch, laugh lines forming around his eyes. The Doctor struggled to compose himself and he gasped for breath, wiping tears from his eyes as he continued to chortle and chuckle. “What's so funny, Time Boy?” she asked. “What, your kind gets it on in vast bits of goo waving around tentacles and whistling show tunes? Martian sex is all weird and exotic, right?”

The image caused him to bust into a fresh set of giggles. “You've got quite an imagination,” he replied. “I didn't expect that question, is all.” He took a deep breath, but couldn't wipe the smile off his face. “The difference between Time Lord and humans...well, it's not much different, really. Tab A fits into Slot B, that sort of thing.”

Donna actually felt a little disappointed. “No tentacles?”

“What? No! What is it with humans thinking that alien mating rituals always involve tentacles?! Time Lords are basically built the same as humans, with some very minor differences.”

An uninvited image of the Doctor naked popped up into her mind. “Well, that's a relief,” she replied, without thinking.

“Huh?”

Donna cleared her throat, not going to admit what she'd envisioned and she took a deep gulp of wine, coughing a little as it stung her throat. “Nothing.”

There was another long silence, the kind the Doctor hated. He always felt like he had to say something to fill up those long silences. “I suppose,” he said after a while, “the physical aspects of Time Lords and humans mating are the same. However, there's still two major differences.”

“I was right about the goo, wasn't I?” Donna joked.

“Not even remotely.”

“Ok, so what's the difference?”

The Doctor scrubbed a hand through his shock of wild hair and shrugged. “There's a psychic component that humans aren't capable of. Time Lords mate physically as well as mentally, Donna.”

“Like...freaky mind sex?” she frowned.

He smirked and looked off into the fire. “There's nothing freaky about it, but yes. We are present in our partners' minds and are aware what the other person feels. It's quite...well, I can't really describe it to you, but it feels incredible.”

“I'll take your word for it. What's the second difference?”

He looked back at her. “Well, it lasts longer. A lot,” he emphasized, “longer.”

Donna coughed again. “Pardon?”

“The average length of time it takes for humans to mate is about fourteen minutes,” he explained. “For us, it's more like fourteen hours. Well,” he added, “that's probably a conservative estimate. I'm a bit out of practice, not too sure anymore.”

Donna gaped at him. “You. Are. Kidding. Me.”

“About what?” he asked. “Fourteen hours or that it's been a while?” A teasing smile played over his lips.

“The former,” she replied weakly, not able to stay her curiosity. “That's...all in one go?”

“Oh no,” the Doctor answered, shaking his head. “Multiple times. Oh, blimey. I suppose that's a third difference, isn't it? Well, at least for human males.”

“Why?” Donna asked in amazement. “Forget that...how?”

“Um...er...” he coughed. “It's, well, it has to do with our physiological differences. Humans live much shorter lives, so the biological imperative to mate occurs more often than with Time Lords. Human mating takes place quickly in order to impregnate as many females as possible to ensure the survival of the species.” He was going into full lecture mode, but Donna didn't try to stop him. “Time Lords are the opposite. We live for a very, very long time. Our drive to continue the species isn't as strong. We don't have to mate as often, you see? But when we do, we take our time. Savor what we've got, I guess.”

“Woah,” Donna breathed. “So you'd better clear your diary when the Time Lords want to do the horizontal lambada with you?”

He cracked up. “Might be a good idea, yeah.” Donna didn't reply and the Doctor stopped laughing and peered at her closely. He was surprised to see a frightened expression on her face. “Donna? Is that...does that scare you?” he asked.

She blushed again when he called her on her emotions. “Maybe a little. I mean...I can't even manage fourteen minutes. But you can for over fourteen hours? That sounds just...scary. It's a little TMI. Like knowing something I wasn't supposed to know about you. Not your fault, though. I did ask.”

“You did,” he confirmed, scooting a little closer to her to try to reassure her. He put a hand on her knee and said softly, “Donna, really. Trust me. There's nothing to be scared of.”

“What? What do you mean?” she squeaked, leaning back away from him into the sofa's arm.

The Doctor raised an eyebrow in confusion at her reaction. She didn't seem reassured, only more frightened and he hated to think that Donna was scared of him. “I meant just that. There's nothing to be frightened of,” he replied. “It doesn't matter whether it's Time Lords or humans or how long it lasts. If it's with someone you trust and care for, then there won't be any fear.” She watched him warily, her eyes huge. Donna's fingers gripped the wine glass so tightly that he was afraid she was going to break it. “You look scared of me,” he stated, unable to keep the pain out of his voice.

Donna blinked in surprise and her fingers relaxed a little on the glass. “What? Scared of you? No, you prawn! Don't be ridiculous!”

He frowned. “Then why did you look like you were about to panic a moment ago, Donna?”

She let out a breath. “For a moment, I thought...oh, never mind, Spaceman.”

The Doctor's frown only deepened at her refusal to answer. “No, something I said frightened you.” He replayed the last few minutes in his head and it hit him. He sat up and gasped. “Did you think I was going to offer...oh. Oh my.” He looked towards the fire, steepled his fingers, and rested his chin on his fingertips.

“Yeah,” she breathed out, relieved that he'd figured out. She gave him a wan smile. “Pretty silly of me, right?”

“Oh, I don't know,” he replied slowly. “Like I said...nothing's impossible. So you're not scared of me?” He turned his head to look sideways at her, the firelight casting his face into half shadows and causing his eyes to look dark and enigmatic. Donna had seen the Oncoming Storm in those eyes, the rage that could destroy planets. There was plenty there to be frightened of, but only if you gave him a reason. Donna had no reason to be frightened of him.

“Nope. I'm not scared of you.”

“Oh good,” he sounded relieved and then looked thoughtful. “So what is it you said about actually facing your fear?” He paused as he searched his memory. “Oh yes. If it's with someone you trust.” There was a long pause as he studied her. “Do you trust me, Donna?”

“What kind of a question is that? Of course I trust you!” she exclaimed, wondering where he was going with this. He didn't reply, just kept watching her. Donna pressed her lips together for a moment before breathing, “I trust you with my life, Doctor.” Her fingers again gripped the glass and she noticed her hands were shaking. The wine swirled around in constant circles. “Ever since I hopped into the TARDIS from that robot Santa in the taxi.”

He grinned at her. “That was great fun, wasn't it?”

“If that's your idea of fun!”

“You know it! Hmm...what else is it you said?” he continued. “Someone who's got a lot of patience with you.” He made a thoughtful face and looked up at the ceiling. “Yeah, well, it's trying at times, but I do try to be patient with you.”

“Oi!” she protested and threw a pillow at him. He laughed and ducked.

“And someone you're attracted to.” He fixed her with a long, sobering look. “Do you find me attractive?”

Donna coughed and her voice shook. “You're...you're not half bad. As far as skinny blokes go. I'd say handsome in a geeky sort of way.”

“So that's a yes? Because if it is, then I could help you face that fear. Not out of pity or sympathy, mind you,” he hastily added when she gave him a shocked look. “And this isn't something I'd offer to just anyone. I don't...do this often. It's because you're not afraid to face your fears. It's something I admire about you, Donna, your strength in the face of danger. You don't back down, even when you're scared out of your mind. If this is what it takes to conquer the one fear you have, then I'd be honored to...”

Donna got to her feet in a rush and set the wine glass down. “I...um...it's getting late and I should go to bed, Doctor,” she babbled. “Night night. See you in the morning.” She dashed for the door.

“Donna!” he called after her.

She stopped at the door and he saw her back stiffen. With something akin to trepidation, she half turned back to him. “Yeah?”

In the firelight, Donna could see his brown eyes had turned to the color of warm cognac. It was a look of intense emotion and passion and it unnerved her because he'd never looked at her that way before. “Just consider it, all right? I promise it won't hurt, or be scary. I'll take care of you. You're safe with me. Sleep well.”

She managed a curt nod before she practically took off running down the hall.

The Doctor settled back into the soft cushions of the sofa and regarded Donna's abandoned wine glass. He sincerely hoped he hadn't scared her with his earnest offer. He'd been completely honest with her. In truth, he'd grown to love his feisty ginger companion despite his initial declaration of only wanting a mate, a best friend. He'd always kept his distance, though, due to her adamant statement that she wasn't interested in romance. Just adventure and friendship.

_Oh Rassilon_ , he thought in dismay, pressing the heels of his palms into his eyes. _I really hope that I haven't screwed up our friendship tonight by offering to help Donna face down her fears._

Down in the hall and in the relative safety of her quarters, Donna was curled up in her bed with the covers tugged up to her chin. She hugged a soft pillow to her chest and her mind whirled in thought. She'd dreamed this, right? She'd fallen asleep and had dreamed the whole thing. There was no way in hell that the Doctor had just offered to make love with her. It wasn't like him. Not like him at all. “It's the wine,” she whimpered under her breath. “Just the wine. None of that happened. He couldn't be attracted to me. Not me. I'm just a temp. I'm no one important.”

Her brain, however, had merrily jumped aboard a runaway thought train and was racing at breakneck speed down a track that she didn't want to travel. She thought about what he'd said about Time Lords and mating. It would last over fourteen hours. And there was a mental component that was supposed to be incredible. Did that even apply to her? She didn't have the Doctor's telepathic abilities, so maybe they weren't even able to do it, anyway. For a brief moment, Donna felt a measure of relief at the thought that Time Lords and humans were incompatible.

But then...he'd offered. Donna's stomach sank. _Maybe the Doctor doesn't know what he's talking about,_ she thought. _He offered because he was being kind and he hasn't really thought through the technicalities of...it._

Donna immediately snorted in derision, knowing she was being ridiculous. “Don't be daft,” she chided herself. “He's over 900 years old. Been around the block a few times, has alien boy. Of course he knows what he's talking about, you silly girl. He wouldn't have offered if it wasn't possible. He told you that mating was physically the same for both species.”

Exhaustion from the long week took over and Donna's emotional defenses her down. Donna shoved her head under her pillow and tears trickled down her face. “Why me?” she sniffled. “Oh god, why me? Why now? Why here? And why him?” Donna also blamed her tears on the two glasses of wine and the fact that she was a lightweight. “I'm so scared,” she hiccuped into the soft down of her pillow. “I don't think I've ever been so scared in my life.” She rolled onto her back, hugged her knees to her chest, and stared up at the dim metallic coral of the domed ceiling above her head. “I don't know if I could go through with it.”

In her heart, though, Donna knew that there was no else in the universe that she'd rather try with. The Doctor was right. She trusted him, she was attracted to him (even though she had trouble admitting it), and he was usually patient with her. She knew he wouldn't laugh at her, like Lance had. Donna smiled a little and wiped her tears away with the back of her hand. He probably was the best person to help her face that fear, wasn't he? As for what blokes wanted...well, he was an alien and not like human blokes. He'd said as much. There was his lower libido, for one, and Donna knew the Doctor well enough to know he wasn't trying to score with her. They'd been traveling together long enough that Donna knew he would have tried long ago if he'd only been interested in sex. And he'd even said that he hardly ever offered, hadn't he? She instinctively knew he was telling the truth.

_What am I thinking? Making love with the Doctor? I can't even wrap my mind around it, can I?_ She tried to imagine what it would be like, but her mind refused to picture it. Wait, what was it he'd said? The Doctor's words floated through her mind: “I promise it won't hurt, or be scary. I'll take care of you. You're safe with me.” Well, yeah. He'd be gentle with her, she'd seen that side of him before. And he'd try not to scare her when they...they...Donna colored again, squeaked, and tugged the sheet over her head. It was all too much to deal with and she knew she'd need time to come to a decision.

“Note to self, Donna,” she grumbled from under the covers. “When your Time Lord asks to play One Question, you say HELL NO. And we're getting the telly fixed tomorrow.” Donna yawned, rubbed the last of her tears away, and fell into a dreamless sleep.


	2. Chapter 2

**Summary for the Chapter:**

> Will Donna take up the Doctor's offer?

Donna expected that the Doctor would say something to her about his offer. He had an incredible memory and it wasn't like him to forget important things. When weeks passed without even so much as a mention, Donna decided that it must not be that important to him and she was more than a bit relieved. She had been afraid that things were going to change between them since that night in the Library, but it had been business as usual: run run run, save planets, snark at each other, and run some more.

Almost a month had passed and Donna herself had all but forgotten about that night. She was in the TARDIS' kitchen and making Sylvia's tuna casserole in a fit of not-quite-homesickness. Donna set the water to boil so she could cook the elbow noodles and stared impatiently at the pot, willing the water to boil. The Doctor came into the kitchen, snagged a banana from the fruit bowl on the table, and hopped up onto the counter a few feet away. He casually peeled the banana and remarked, “A watched pot never boils, you know.”

Donna refrained from rolling her eyes. “What, did the Time Lords spend centuries conducting experiments just to prove that's true? Sounds boring.”

“You'd be surprised what boredom drove the Time Lords to do.” The Doctor took a bite of his banana and mumbled, “Those stuffy old codgers were so bored once that they calculated how long it took for cosmic dust to travel from a nearby exploding supernova all the way to Gallifrey before it settled on the glass dome covering the Citadel.”

“Blimey. I can see why you ran away.”

The Doctor busted into laughter. Donna smiled to herself, glad that she'd made him laugh. She picked up the bag of elbow noodles and started to measure out a cup and a half of macaroni as his chuckles faded. “Donna?”

“Hmm?”

“Have you considered my offer?”

Donna almost dropped the bag, but caught herself in time. “Ah...um...no, I haven't.”

Donna thought fast. “Been too busy, I guess. All that running about. Saving planets.”

“I see.” She didn't miss the tone in his voice. It was clear that he didn't believe her. “Sure you haven't been avoiding the issue?”

Donna sighed and turned to face him. “Doctor, look. If I'd told you I was afraid of lions, what would you have done? Dragged me off to the London Zoo for a one-on-one session with the lions there?”

The Doctor scratched his ear in thought. “No. I would have taken you to Leopoldus Seven. The natives are rather lion-like and very friendly...”

She let out a noise of exasperation. “My point is that I don't need your help facing down this particular fear, ok?”

He blinked. “So...that's a no?”

“Exactly.”

“Ok.”

“Ok?” Donna stared at him. “Just ok? No trying to talk me into it?”

The Doctor shrugged and shook his head. “Nope. You don't want my help, that's fine. Although,” he paused to hop off the counter and drop his banana peel into the garbage, “I'm not sure how you're planning on facing this fear alone. Seems to me it needs two people. If you don't mind my asking, what's your plan?”

Donna was caught off guard. “I, uh, don't have one,” she confessed.

“Ah.” The Doctor folded his hands behind his back and rocked back and forth on his heels as he observed her.

Donna felt the stirrings of annoyance. “What is it?”

“I think there's another fear you have that's just as strong as your fear of engaging in intimate relations.”

“Huh?” Donna shot him a confused look.

He nodded. “It's the fear of confronting your fear.”

She crossed her arms and blew her bangs out of her face in irritation. “Maybe you're right. I don't know, Doctor. All I do know is that I don't  
even have the courage to even think about doing...it...with you. That's why I haven't considered your offer. My brain just shuts down when I try to even imagine it because you're my best friend. It would be...weird. Especially afterward. I don't want anything to change between us.”

“That's something I've thought about as well. I don't know if or how things will change. I avoid sleeping with my companions for that very reason. It can be awkward after.”

“But you're willing to risk that with me?”

The Doctor nodded.

“Why?” she wailed, surprising them both. “Why me, Doctor? I'm no one...”

“Stop it!” he snapped, cutting her off. “Stop it right there, Donna Noble. I don't want to hear about how you're no one special because it's _not_ true, do you understand me?” The vehemence in his voice startled Donna so much that for once, she was speechless. She nodded once, her eyes wide in shock at his outburst.

The Doctor took a deep breath to calm himself and then said in a kinder voice, “You're special to me, Donna Noble. And I've already told you why I want to do this.” He stepped closer and took her hand, his eyes gazing down into hers. “As for lack of courage...well.” He shrugged. “I've learned that courage isn't just a matter of not being frightened. It's being afraid and doing what you have to do, anyway."

She swallowed once, unable to tear her eyes away. "But I don't have to do this."

"You don't," he agreed. "But do you want to?"

"Yes. No. Maybe? I don't know."

The Doctor gave her hand a reassuring squeeze. "That's the fear of confronting your fear talking. Get past it and concentrate on the other fear, the one we talked about a month ago. Do you want me to help you confront it? Be honest."

“Yes,” she whispered. “I'm tired of being afraid.”

“Then that's the first step, wanting to conquer that fear.”

She shook her head. “But I don't know what to do, Doctor.”

“You don't have to, Donna. You're not fighting this battle alone, remember? I promised you that it wouldn't be scary and that you'd be safe and I meant that.”

“I know.”

“Then let me worry about what to do, at least for now.”

Donna finally managed to look away, glancing at the pot that was now boiling. “Yeah, ok.”

He followed her gaze and let go of her hand. “Go ahead and finish your dinner. We'll sleep together tonight, ok?”

“What?! Tonight?” She took a step back, trying to control the sudden panic she felt rising in her stomach.

“Yep,” he replied, popping the p. “Better sooner than later!” He flashed her a grin and bounced out the kitchen door.

Stunned, Donna watched him go as the panic unleashed itself. Tonight. He was sleeping with her _tonight_. With shaking hands, Donna dropped the elbow noodles into the boiling water. Her mind raced. Wait. They hadn't talked about protection. Could he get her pregnant? Oh God, she didn't want to get pregnant with Martianboy's weird time babies! What the hell was she thinking? She wasn't thinking and that was the problem, wasn't it? She couldn't do this, not tonight. She needed to talk this through with him. “I need time. Doesn't he understand I need time?!” she asked the empty kitchen, her voice quavering. “He's a Time Lord, for crying out loud! You think he'd understand the need for time!”

She somehow managed to finish making dinner, but found she couldn't eat much. Donna put the leftovers away and shuffled off towards her quarters. She thought about hiding from the Doctor, but knew that was childish and pointless. The TARDIS was his home and he could find her anywhere. Donna was on the verge of nervous tears as she entered her room and glanced around in apprehension. Her quarters were empty and Donna knew her nerves had gone too far. The Doctor had always been very respectful of her privacy and wouldn't have come in without her permission. “I'm being ridiculous,” she muttered. “I'll just tell him no. I'm not ready for this, not yet.” Donna knew the Doctor wouldn't push her into doing something she wasn't ready for unless it was a life-or-death situation, and this wasn't one of those instances. He'd leave her alone. All she had to do was tell him.

Donna relaxed a little at that thought and decided to take a shower and get ready for bed. The warm water helped to calm her nerves by the time she padded out to her bedroom to don green flannel pajamas with pink polka-dots, she was almost back to normal.

Almost, until there was a knock at the door.

Donna froze in the middle of turning back the covers on her bed. She let out a ragged breath and said, “Come in.”

The Doctor entered and he was dressed in light blue, red, and white striped pajamas. Donna would normally have laughed her head off because she'd never seen him in jammies, but the situation prevented that from happening. “Hello!” he said in a cheerful voice. “All dressed for bed, too, I see!” He caught the uneasy look on her face and his smile disappeared. “Donna, what's wrong?”

“Doctor, I can't do this.”

He looked a little confused and waved his thumb in the direction of the door. “Why not? Is it your bed? Do you want to use my room instead? My bed's a little bigger, might be more comfortable.”

“No! I don't want to go to your room. I don't want to sleep with you yet. I'm not ready. I need more time. We haven't talked about this and there's a lot to discuss.” She took a deep breath. “Like, um...protection, for one.”

The Doctor scratched his head. “Protection? Protection from what...oh. Oh!” His eyes went super wide and he started giggling like a little boy. “You thought...oh, Donna. No. No, no, no. Not yet.” He sat down on a large chair in the corner and leaned his head back, laughing.

Donna put her hands on her hips. “Just what's so damn amusing, alien boy?!” she demanded.

“It's my fault,” the Doctor squeaked a little, hearing the tone in her voice that usually meant he was going to get slapped. “I should have been clearer when I said 'sleep together.' I meant it in the literal sense, not the figurative.”

“Oh,” Donna replied, relief flooding through her. “Well, you should have been clearer! I've been a bundle of nerves all night, you prawn!”

“I'm sorry, Donna. I really am. For now, all I want for us to do is start sleeping the same bed together, so that we can get used to being with each other in a more intimate setting.” He held up his hands in a neutral gesture and wiggled his fingers. “No funny stuff, no touching if you don't want. I'll keep my hands to myself. It's just two bodies sleeping in the same bed.”

“I guess that sounds ok.”

He beamed at her. “Brilliant.”

Donna sat down on the bed and slid her feet under the sheets. She tugged the blankets up to her chin and regarded him. “Climb on in, Spaceman.” The Doctor sprang from the chair and scurried over to the other side of her bed, joining her under the covers. Donna eyed him. “I know you said no touching, but I'll smack you if you turn out to be a blanket thief.”

The Doctor grinned and pulled the covers up to his own chin. “Oh, you don't have to worry about that, Donna. I don't usually use a blanket.”

She snuggled into her pillow. “Yeah, I know you like the cold. Time Lord core temperature and all that.”

“Correct again, Ms. Noble!” He wiggled his eyebrows at her and his voice became deeper and silky. “In fact, I don't usually sleep in anything.”

There was a long silence as Donna looked up towards the ceiling. “TMI, Doctor. TMI.”

“You would have found out eventually.”

“Eventually,” she conceded before turning to look at him. “But not tonight. Goodnight, Doctor.”

His voice didn't change as he murmured, “Goodnight, Donna. Pleasant dreams.”


	3. Chapter 3

**Summary for the Chapter:**

> Well, he'd have to start touching her sometime... *grin*

A week passed and the Doctor and Donna spent every night sleeping in the same bed together. Being an only child, Donna had always slept alone and it took her awhile to get used to another person in her bed. True to his word, he never stole the blanket...and he never touched her. Donna found that a bit odd. She was certain that her affectionate Time Lord who loved hugs would try to cuddle with her, but no. He stayed on his side of the king-sized bed, never once straying towards her.

Should she bring it up with him? Was he waiting for her to take the next step? Was she even ready for that? Donna shrugged to herself, knowing the answer. The Doctor touching her was nothing new and she was getting used to having him in her bed. This was just combining those two things, yeah? So, not so weird or unfamiliar.

Donna watched as the Doctor yawned and stretched before climbing into bed with her. He always wore the same jammies and Donna wondered if he had multiple pairs, like the two suits he seemed to own. He yanked the blanket up to his chin and mumbled, “Goodnight, Donna” before mentally commanding the TARDIS to shut off the lights. Donna always had to use the switch and she found that a little annoying.

She lay in the dark, thoughts whirling inside her head. How was she supposed to bring this up? When was she supposed to bring this up? She knew the Doctor didn't stay with her all night because he didn't need to sleep as much as she did. He waited for her to drop off before he got out of bed and went about his business. He had programmed the TARDIS to monitor her REM cycles and let him know when she was going to wake. Donna knew that because she'd woken up in the middle of the night a few days prior and he'd been gone. Just as she realized that, he'd burst through the door and jumped back into bed with her with his sonic screwdriver in one hand. Donna had grumbled that he didn't have to stay with her if he had other things to do, so he promised that he'd always be there when she woke up for the day.

Well, the direct approach was usually best, wasn't it? Donna bit her lip and rolled onto her right side. The Doctor had also turned onto his right side, so his back was to her. She hesitated, then reached out and touched his shoulder. “Doctor?”

“Yes, Donna?” He didn't sound a bit sleepy.

“Um...remember what you said about the no-touching thing? Unless I wanted to?”

“Mmm hmm.”

“I want to.” She added in a rush, “Just cuddling, that sort of thing. For now.”

She sensed him turning over to face her and could just make out his form as her eyes adjusted to the darkness. “Are you sure?”

“Yeah.”

“All right.” The Doctor scooted closer to her and she suddenly felt the warmth of his body. One arm slid around her waist and he tangled his feet with hers. Donna slipped her arm over his shoulder and across his back, burying her face in the pillow in shyness. She'd never been so close to him before, except for brief hugs. She could feel his breathing pattern and just make out his twin heartbeats. Donna's own heart started to race, but it wasn't from fear. It was from exhilaration. No one had ever made her feel this way, but she liked it. The Doctor sensed her quickening pulse and asked, “Is this ok?”

Donna nodded once. It was more than ok to her. She felt his fingers touch her cheek. “Then sleep well, my Donna.” Donna's breath caught in her throat. He'd never referred to her as his before.

She woke up the next morning, curled up on her left side with the Doctor spooning her from the back, his arm still tucked around her. She must have shifted in the night when he'd left, but he'd snuggled in behind her when he'd returned a few moments prior. Donna kept her eyes closed, enjoying the feeling of his body nested with hers. He remembered what he'd told her once...no wait, twice. _I'll keep you safe_. That's exactly what she felt right now. Safe.

She rolled onto her back and the Doctor's arm tightened around her waist. He was lying on his side with his head propped up on his left arm. He smiled down at her, his hair sticking out in crazy directions and he looked more than contented. “Good morning.”

“Hi.”

“Sleep well?”

“Yeah.”

The Doctor reached down and brushed her hair out of her face. “Does this feel weird to you? The touching, I mean.”

Donna raised an eyebrow. “No. Why? Does it feel strange to you?”

His smile only grew and he slowly shook his head. “Not in the slightest.”

“Oh, good.” There was a long silence and she cleared her throat. “So...I suppose we should get up, go save a planet?”

“Actually, Donna...” He wiggled his eyebrows at her. “I'm quite happy right where I am.”

She bit her lip in consternation. “I see.”

“Do you want to get up?” he asked after another long moment.

Donna's eyes flickered to the bathroom door. “Um...loo.”

“Oh, sorry!” He sat up and let her go. Donna scurried out of the bed and into the bathroom. The Doctor chuckled a little and climbed out of bed to start their day, pleased with how things were progressing between them.

*********************************************************************************************************************************

Donna woke every morning for the next week in the Doctor's arms to the point where she got used to the feeling of his body next to hers. He never once touched her more than an arm around her waist or a hand on her shoulder. She realized that he was relying on her to tell him when she was ready to proceed. Part of her wished that would take the initiative, but she appreciated that he wanted her to set the pace.

After a week of lots of cuddles and touches, Donna started to feel like she was ready for more. The problem was it felt awkward to just pop off and say, “Ok, Doctor, you can start doing other...stuff now.” She'd tried reciprocating, touching him the same way he touched her, in the hopes that he'd get the hint. The Time Lord has been delighted and loved when she cuddled him back. He always seemed happier after she slid an arm around his waist and tucked her body against his. But he hadn't gotten the hint that she wanted to move on.

Unfortunately, Donna didn't get another chance to contemplate her problem. An emergency arose and they spent two days evacuating the last survivors of a colony ship whose engines were slowly but steadily going critical. Half of the ship had been flooded with radiation and the Doctor had worked round the clock to set up and maintain a force field to keep the radiation at bay while the crew waited for the rescue ships to arrive. Donna had spent hours helping to evacuate a few critically ill patients from the ship's infirmary and load supplies. After the colony ship was evacuated, she and the Doctor watched the ship explode from the safety of the TARDIS' open doors.

As the last of the orange-red light flared across their faces, the Doctor stretched his arms above his head, turned to Donna and said, “I could use a long kip, how about you?”

Donna groaned in a happy response before saying, “That sounds heavenly, Doctor. I need a long shower first.” She sniffed and made a face. “So do you, Sunshine.”

“Oi!”

She smirked at him as she shut the doors and dashed for her quarters. The Doctor watched Donna go, then frowned and gave a discreet sniff to his armpit. He almost gagged. “Right, well...I suppose a shower is in order,” he said aloud to the empty control room. The Doctor sent the TARDIS into the safety of the Time Vortex before heading to his own quarters for a bath.

In her bathroom, Donna stood under the hot spray, letting the scalding water play over her back. She wasn't used to repeatedly lifting people or heavy objects and her back was in complete agony. The heat dissipated some of the soreness, but didn't help much. Donna shut the water off and dried herself off. She donned light pink flannel-backed satin pajamas and padded out to her room.

The Doctor had already finished showering and was sitting in the overstuffed chair in the corner, wearing his spectacles and mulling over a trashy romance novel she'd picked up on their travels. He wore his usual striped jammies and he hadn't bothered to style his hair. It was flat and mostly devoid of poof, though it did still stick out in all sorts of angles. “I don't see the appeal of these bodice-rippers you read,” he said as she sat down on the end of her bed. “There's hardly any plot...it's all sex, sex, sex. The women are so...clueless and the men are just...chauvinistic prigs.”

Donna snickered. “Well, yeah. That's kind of the point, Doctor. They're a sort of escape or fantasy, I guess. Isn't that the power of fiction?”

“I suppose, but not the kind of fiction _I_ read.” He looked up from the novel and regarded her, a half smile forming on his face. “'Fantasy,' eh? Is this the kind of stuff you think about on cold lonely nights, at least before I joined you?”

Donna blushed bright red. “Doctor!”

“It's only a question, Donna.” He turned the novel over and looked at the cover. It depicted a shirtless Highlander in a kilt holding a broadsword in one hand. He clutched a vapid, half-dressed ginger whose bosom threatened to erupt from her top at any moment. He raised an eyebrow. “Fantasies about Scotsmen? Blimey.”

“Give me that!” Donna jumped up and snatched the novel from his hands. She dropped the book onto her dresser and grumbled, “A woman can dream, can't she?”

“Yes, but she can also make it a reality.”

Donna snapped her head around to stare at him in surprise, but her neck twinged in pain and she closed her eyes and sucked in a sharp breath as she plopped down hard onto the bed.

“Donna?” The Doctor sat up in concern.

She waved a hand in a dismissive gesture. “I'm getting old, Doctor,” Donna complained as she arched her back and tried to stretch out her sore muscles. “Not used to hard labor. I feel like I'm about one hundred and fifty.”

“Is that all? That's a spring chicken for a Time Lord.”

“And you're over nine hundred,” she quipped as another pain zinged down her back and she whimpered. “So that makes you an old buzzard.”

“Says the cackling hen.”

“Oi!” She forgot her pain long enough to heave a fluffy purple pillow in his direction.

The Doctor laughed as he caught the pillow and threw it back at her. Donna ducked and fell back onto the bed, giggling. He got up and sauntered over, reaching for the pillow. Donna grabbed it first. She leapt to her feet and whacked him as hard as she could. The Doctor shouted in surprise and staggered back a step. Donna dropped the pillow and raised her arms in victory. “Donna Noble, one! Time Lord, nil!” she cheered just before most of the major muscle groups in her upper and lower back seized up. “Ow!”

“Donna's Back, the uncontested champion!” the Doctor added as he grabbed her wrists and lowered her arms before taking her shoulders and steering her towards the bed. “Sit down.”

She complied, breathing hard through the waves of pain that shot down her spine. “What. The. Hell.”

“Let's find out, shall we?” The Doctor pulled out his sonic screwdriver and held it up. “I want to bleep you, Donna.”

She erupted into laughter, despite the pain. “That's the worst come-on I've ever heard! Oh, please! Bleep me gently, Doctor!” she simpered, batting her eyelashes like the coquette she wasn't. He didn't laugh and she waved a hand, realizing that he'd lapsed into his concerned-Martian state. “Oh, go ahead. I don't care.”

The Doctor shook his head, but couldn't suppress an amused grin as he turned on the sonic and passed it over her back. “You've read too many of those romance novels.” He looked at the sonic and made a face. “Well, the good news is that you haven't injured your spine. No herniated disks or anything serious. You've got some very angry muscles, though, but nothing that a decent masseuse couldn't take care of.”

“So, set coordinates for the nearest futuristic space spa so I can get a massage and a facial?” Donna looked hopeful.

He put the sonic away and then wiggled his fingers at her. “No need to. I'm certified in at least a dozen forms of massage therapy. Can't help you with the facial, though.”

Donna stared at him. “You? A massage therapist?” It was clear that she didn't believe him.

“Oh, yes. I've got my certificates floating around the TARDIS somewhere if you want to see them.” He scratched his chin. “Might take me a while to find them, though. Meanwhile, your back's only going to get more sore.”

“Point taken.” Donna sighed. “This won't resolve on its own?”

The Doctor shrugged. “Probably, but it will take at least a week, with a lot of pain killers and lying down.”

“A _week_?!”

“Bare minimum. Or,” he spread his hands, “you can let me take care of it.”

“Give me a minute to think about this, Spaceman?”

He plopped down into his chair. “Of course.”

Donna bit her lip in thought. Her first instinct was to say no because having a massage involved taking her clothes off. They hadn't even gotten remotely close to that stage, but she squelched that line of thought and started chastising herself. _Don't be a prude, Donna_ , she told herself. _He's only going to be touching your back. He's offering because he's being nice. There's nothing sexual at all about having a back massage when it's because you're in pain._ Despite that, part of her wondered....

“Doctor?”

“Yes?”

“Would you have offered to give me a massage if we hadn't been working on this whole fear of intimacy thing?

He gazed at her for a long moment before slowly shaking his head. “No, I would have taken you to a massage therapist. I only offered because I can treat your back and you've gotten used to my touching you. At least, I thought you had.” He tilted his head to the side. “Donna, I can take you to a spa if that's what you want. I won't be offended in the slightest.”

Donna took a deep breath to steady her nerves. “It's not the touching, Doctor. It's having to be unclothed. I'm not sure if I'm ready for that.”

“Have you had a massage before?”

“Yeah. Couple of times, actually.”

“Then you know that I'll cover up the parts of your body I'm not working on and I won't see your front.”

“I know that.” She twisted her fingers together, trying to find the right words. “That's not what's bothering me, Doctor. It's...well...what we're working towards. It makes this feel kind of awkward. I don't have a gorgeous body...”

“Donna,” the Doctor cut her off, “I think you have a beautiful body, the little I've seen of it. As for the other, we're proceeding on your terms when it comes to conquering that fear. If my offer feels weird or scary, then just say no.”

She looked him in the eyes. “It's not exactly scary or weird…”

He met her gaze. “What is it, then?”

“I...do you think this would help me take another step? I mean, with the touching thing?”

The Doctor nodded. “I do, but only if you're ready.”

“I'd like to try.”

“All right. But you'll tell me if you feel uncomfortable? Beyond the expected muscular pain, I mean?”

“Yeah, Spaceman.”

“Good!” He beamed at her and moved towards the door. “Take some ibuprofen. That will help with the inflammation and make the massage less painful. I'm going to get some supplies and I'll be back in a tick.”

Donna stood up, wincing from her stiffening back. It was getting a lot worse and she shuffled into the bathroom to dig up some pain killers from the vanity. She found the pills and swallowed them, then went back into her bedroom.

Her stomach felt like she’d swallowed a flock of fluttering butterflies and she frowned in irritation. _Stop being silly!_ _It's only a massage. Just be detached. Treat it like any other massage you've had._ She snorted in laughter at that. _Very funny, Donna. You've also never been intimate with your masseuses. Not,_ she added, _that we've actually been intimate...oh bloody hell._ Donna grumbled in frustration and flexed her fingers open and closed as she paced the room, knowing she had to calm down if the massage was going to be of any help at all. She breathed out slowly. _It's only the Doctor, Donna._ She stopped in her tracks. _Only the Doctor. The same one who holds you when you fall asleep and drops everything he’s doing to hold you when you wake up._ In an instant, she recalled the safe feeling that came over her every morning when she woke up in his arms. _So what makes you think you're not safe now?_ Donna didn't have an answer to that. _You trust him, don't you?_ “Of course I do!” Donna said aloud. _Then stop being ridiculous, you goose._

The Doctor came back in holding a dusty wooden casket about the size of a shoebox. “Been a while since I’ve had to use this stuff.” He set the box down and opened the hinged lid. Inside were a few dozen small vials of assorted colors. “Oils,” he explained to Donna as he picked among the bottles. “Arranged according to species. Let’s see…human…human…ah, here it is!”

He stuck the vial into his pajama pocket and walked over to the bed, pulling the covers back almost to the end. The Doctor silently commanded the lights to dim and the room sank into a soft darkness. He removed a few candles from the box, placed them around the room and lit them with his screwdriver. The candlelight's soft flickering reflected off the metallic walls of the room, casting strange shadows. Donna had never thought her room looked very alien before and thought it odd that something as simple as candles would remind her that she was on a spaceship.

The Doctor faced Donna, who had watched all of his preparations with a rising lump in her throat. He read the anxiety on her face and stepped towards her, holding out his arms. Donna wrapped her arms around him and buried her face into his shoulder as he hugged her tight. “You don't have to do this, Donna. This is a huge step for you and I don't want you to push yourself too fast.”

“I want to try,” she mumbled into his shirt. “My back's killing me.”

“But the massage won't work if you're too tense,” he reminded her. “Do you think you'll be able to relax?”

“I think so.”

"Right.” He gave her a quick squeeze and then pulled away, gesturing towards the bed. “Then get undressed and lie down. I won’t peek.” He turned his back to her and began rolling up his sleeves. “Let me know when you’re done.”

Donna undid the buttons on her pajama top with trembling fingers. She managed to undo the buttons and dropped her top onto the chair before wiggling out of her pajama bottoms. Clad only in her underwear, Donna crossed her arms self consciously over her bare breasts and stepped over to the bed. She stretched out onto her stomach and turned her head to one side, squeezing her eyes shut. “Okay.”

She heard his footsteps approach the bed and felt him move the sheet to halfway cover her back. The weight of the covering helped to reduce her anxiety, but she still jumped when she felt him grasp her head and turn her head facedown. Her hair was swept to the side, his fingers brushing lightly over the sensitive skin of her neck.“Try to relax for me, Donna.” His voice had become soft and low, sending a pleasurable shiver of something unfamiliar down Donna’s spine. _That must be what a lover’s voice sounds like_ , she thought and quelled the unexpected giggle that bubbled up inside her.

Her thoughts were silenced when she felt his hands glide across her upper back, spreading a thin coating of the massage oil. The oil smelled like a combination of peppermint and pine trees. Donna concentrated on the feel of his fingers and hands as he coaxed the tension out of her stiff and sore muscles in her upper back. The Doctor seemed to know exactly where the worst areas were and how much pressure to apply before he caused too much discomfort. Still, Donna couldn’t help but yelp in pain when he pressed down into a tight knot. His hands stilled. “Breathe,” he murmured. He waited as she took a few deep breaths and then pressed firmly back down. His fingers worked around and under the knot until it dissipated.

Donna had never realized how strong he was. Countless times he'd pulled her (or in some cases, she'd pulled him) as they ran away from whatever danger they faced. She’d seen the indomitable power of his soul, the aspect that made the Oncoming Storm so formidable an enemy, but she'd never experienced his physical power. Donna could tell that he was barely using a fraction of his strength. It seemed absurd that he should be so strong when he was so skinny, she thought. One thing was for sure: he was a hell of a good massage therapist.

Donna's mind shut down as she surrendered to the Doctor's almost magical touches on her back. She floated in a relaxed state, not registering anything but the feeling of his hands on her body. She didn't even notice when he folded the sheet down to her hips and moved on to work on her lower back. His hands were in constant motion and never seemed to leave her skin.

It was quite a while before Donna noticed that his touches had changed from firm to feather-light caresses. His fingers skimmed down the length of her back and she felt another pleasurable tingle race up her spine. A tiny alarm bell went off in the back of her mind, but she ignored it out of curiosity. Donna wasn't sure what The Doctor was up to, but she was enjoying it. He continued to simply run his hands lightly over her body. Donna didn't want him to stop and was disappointed when he tugged the sheet back up to her shoulders.

His thumbs slipped just inside the sheet and swirled in tiny circles across her upper back, teasing the skin on her shoulder blades. Donna gasped at the surge of desire that suddenly swept through her. The Doctor's hands slid up and rested on her shoulders and she sensed him leaning over her. She felt the barest touch of his lips on the back of her neck. Long, slender fingers glided down from her right shoulder to cup her chin and gently turn her head to the side. Donna's eyes opened as he placed a soft kiss on her pulse point and her breath caught in her throat. His thumb stroked lightly along her jawline. The Doctor's brown eyes searched her face for any sign of disapproval or discomfort. Finding none, he leaned in and brushed his mouth against hers before straightening up and stepping away from her.

Donna found herself in a strange quandary; she was a little afraid, but very much wanted more at the same time. He'd never made her feel this way before. Forget that, he'd never _kissed_ her before! Donna resisted calling after him, choosing to lie still instead and try to calm her racing heart. The candles were extinguished and she heard him close the lid on the wooden box, then the soft click of the door as it shut after him.

In the darkness, Donna shoved her head under the pillow and groaned in confusion. “Blimey. Is this love or lust? I don't know the difference!” She sighed and stretched, wiggling her toes contentedly. “Oh well, I suppose I'll just have to find out.” A tiny grin broke out on her face in anticipation at that thought, but the butterflies instantly went fluttering back to her stomach. “Oh, quiet you,” she told them.


	4. Chapter 4

**Summary for the Chapter:**

> Are they moving too fast?

Donna woke the next morning and was startled to discover that she was alone and almost completely naked. The events of the night before flooded back into her memory and she relaxed. The massage. She must have fallen asleep afterward and the Doctor had left her alone due to her state of undress. The room felt lonely without his presence and Donna smiled to herself. She must be getting better at this whole intimacy thing if she was starting to miss him in the mornings.

Without warning, Donna recalled the touch of the Doctor's fingers on her bare back, the feeling of his lips barely kissing hers. Dual feelings of embarrassment and desire welled up inside her and she made an annoyed face. _Well, which is it? Are you embarrassed or do you like how he's making you feel?_ Donna couldn't choose and she eased herself out of bed, feeling sticky from the residual oil on her back. She stretched her stiff muscles, knowing it was the usual expected soreness after a deep tissue massage. A hot shower helped to alleviate the stiffness and Donna bustled into the kitchen a short time later, dressed in a purple blouse and jeans. Breakfast and coffee were on her mind and her stomach rumbled at the thought.

The Doctor was already there, staring at his collection of kitchsy coffee mugs in the hutch. “Good morning,” she called as she headed for the coffee maker. “Can't figure out which one to choose again?”

He glanced over his shoulder at her. “No, was thinking it's time I organized...Donna, no!” he crossed the room in one bound and snatched the bag of gourmet coffee beans from her hand.

“Give me that, you thieving Martian!” Donna tried to grab the bag back, but he held it out out of her reach.

“Unh uh,” he tutted. “No caffeine after a massage. You need water to flush the toxins from your system. Caffeine's a diuretic. It increases your need for water and it will tax your organs, especially your kidneys.”

Donna put her hands on her hips and fixed him with one of her stares that was guaranteed to cow him. He flinched, just as expected. “Doctor, you've never given a damn about my kidneys before now and they don't feel taxed, not in the slightest. Now hand it over.” She wiggled her fingers in a “gimme” gesture.

He didn't cave. “You can have some this afternoon if you're feeling better.”

“What do you mean 'better,' you prawn? I feel fine now. I'd feel even better if I had coffee!” She made another leap for the bag, but he danced backwards.

“No, Donna.” The Doctor popped the coffee into his dimensionally confused pockets. Donna was tempted to tackle him, but knew she'd never find the bag in there. She opened her mouth to holler at him, but he took her shoulders and steered her towards the table before she could start berating him. “Forget about the coffee. Sit down and I'll make you some breakfast.”

“I'm not an invalid!” she complained as she sat down on the wooden bench at the table in the middle of the kitchen.

“I know that. You need to relax after a massage, let your body recover.” He hadn't let go of her and his fingers gripped and kneaded her shoulders a few times. Donna groaned in happiness and her head flopped forward as she went limp. The Doctor giggled.

“What's so funny?”

“You, Miss Noble, are putty in my hands.” She could hear the amusement and delight in his voice.

Donna chuckled. “What can I say? You've got very talented hands.”

The Doctor leaned down close to her ear and murmured in the low and silky voice she'd heard the night before, “Oh, just you wait. You haven't seen a fraction of what these hands can do to you.”

A shiver of delight thrilled through her at his words and she had the sudden, absurd urge to kiss him. Donna lifted her head, but he'd already let go of her shoulders and was bouncing across the kitchen. “Water! Water's what you need! Just the thing for recovering muscles.”

She blinked and frowned. He beamed as if he hadn't just said something sensual to her as he filled a large tumbler. The Doctor plonked the water down in front of her. “Drink up! You need at least three more of those today.”

Donna made a face. “Three! I'll be in the loo all day if I drink that much. How do you expect us to go adventuring if I have to visit the ladies' every thirty minutes?”

“Oh, not a problem. No adventures today.” He turned towards the refrigerator and started rummaging around inside.

“What? Why not?”

“I figured that we deserved a day off after spending two days straight rescuing that colony ship.” He straightened up and set a carton of eggs on the counter. “Besides, you need to rest.”

“I told you I'm not an invalid!”

“No, but it's always advisable to rest after having deep tissue massage.” The Doctor started cracking eggs into a bowl and nodded towards her glass. “Go on, drink your water.”

Donna picked up the glass and sipped, then gulped the water. The Doctor was right. She was thirstier than she realized and she got up to refill her glass at the sink. “If we're not going out, then what are you doing today?”

“Thought I realign the cyton crystals. They've been acting buggy lately. What about you?”

Donna was silent as she contemplated his question. The urge to kiss him was still strong and it made her both uncomfortable and curious at the same time. Donna didn't like the conflicting feelings and knew she needed to work through them. She took a deep breath to steady her nerves, reached out and slid her fingers into his. Surprised, he turned his head and looked at her. “I'd like to keep moving forward, Doctor. I think I'm ready for the next step. If that's ok?”

The Doctor squeezed her hand, his brown eyes sparkling. “The cyton crystals can wait.”

Donna let go of his hand and refilled her tumbler, feeling a sudden pang of shyness. She sat back down at the table and played with the rim of the glass. The butterflies were back in her stomach at the prospect of going further. _Am I going too fast? The Doctor said he didn't want me to push myself too fast, but he doesn't seem alarmed that I want to take another step. He'd say something if he thought I wasn't ready, right?_

A plate plopped down in front of her, startling her out of her reverie. “Breakfast! I made migas.” The Doctor sat down opposite her with his own plate and a jar of salsa. He dumped a generous helping of the salsa onto his plate started eating with gusto. Donna added her own salsa and picked at her breakfast, her appetite gone. The Doctor had shoveled half of his breakfast into his mouth before he noticed her reluctance to eat. He put his fork down and regarded her. “What's the matter? I thought you liked migas”

“I do. It's just...” She pursed her lips for a moment. “Are we going too fast?”

He cocked his head to the side in thought. “I don't think so. Why do you ask? Are you having second thoughts about today?”

Donna shook her head. “I want to. I'm just not sure how fast is too fast.”

The Doctor gave her what he hoped was a reassuring smile. “Listen to your instincts, Donna. If this doesn't feel right yet, then we can slow down.”

Donna fiddled with her fork. “That's the problem. I think it feels right, but I'm feeling a lot of things right now and they're in conflict. I don't know what to do, Spaceman.”

The Doctor took another bite. “What are you feeling?”

“Nervous.” Donna blew out a breath and and shrugged. “A little embarrassed. Um...curious, like I want more.” She looked down into her lap again. “I enjoyed what you did last night, after the massage. You've never kissed me before.”

He leaned his elbow on the table and rested his chin in the palm of his hand. A small grin broke out on his face. “Nope,” he replied popping the p. “Though you kissed me once, remember that? Harvey Wallbanger? Needed a big shock? Detox?” Donna smiled back at him at the memory. “You know,” his voice dropped lower, “I couldn't help it, really. There's a lot more I wanted to do, but I'm being a good little Time Lord and keeping my hands to myself.” The Doctor put his fork down and he reached across the table to gently lift her chin so that she was looking into his eyes. “You have an irresistible body.”

Donna flushed bright red, pleased that she had that kind of affect on him. Words of disbelief floated up to her tongue, but she kept her mouth shut. Her brain, however, had no problems playing the old familiar self-denial game. _He's just saying that to make you feel good, you can't really believe that he thinks that about your body._ A pang of anger flared up inside her and she shouted back. _No! That's wrong. The Doctor wouldn't lie to me about that, not when he knows I trust him. He wouldn't have touched me like that if it wasn't true._

He seemed to sense the turmoil in her mind and a warning note crept into his voice. “Don't you dare deny that for one moment, Donna Noble. I won't let you.” Her lip trembled for the briefest second before a single tear slipped from her eye. His index finger reached up and brushed it away. “Has anything we've done made you feel scared?” he asked in a softer tone.

“Not really,” she whispered. “Not for long because I'll feel another emotion and the fear goes away.”

“That's good. My advice is to keep going until you feel afraid and no other emotion shows up. Then you know it's time to stop.” He touched her cheek for a brief moment before sitting back to finish his breakfast. “The last thing I want to do is frighten you, Donna.”

A faint smile appeared on her face. “I remember. 'Not scary or weird.'”

“I meant that.” He gestured at her plate. “Finish up. You need the protein.”

Their chat made Donna feel better and she tackled her breakfast, discovering she was hungry after all.


	5. Chapter 5

**Summary for the Chapter:**

> A garden full of kisses... :)

After breakfast, the Doctor suggested that they go for a walk in the garden. Donna had been there a few times before, when she wanted a break from the metallic walls of the TARDIS or needed to relax. The room was spectacular, containing a false sky so that the coral ceiling was hidden. There were different sections of the garden to mimic the multitude of planets where the flora grew and the sky would change accordingly. There was always a gentle breeze and it was usually warm and sunny, except for the regular rain cycle to water the plants.

The Doctor pulled her after him with a silly, secret grin on his face. Donna knew he was up to something. He headed straight for an enormous overgrown hedge of purple bougainvillea that marked the boundary of the earth garden and stopped, looking perplexed. “I know it's around here somewhere,” he muttered and started feeling around in the bushes.

Donna watched him assault the bushes and flower petals flew everywhere. “What are you looking for?”

“The entrance. Been awhile since I've been here and don't quite remember...ah!” The Doctor pushed a few branches aside and Donna saw a space in the hedge about three feet high and just wide enough for a person to squeeze through. He nodded towards the hole. “Ladies first.”

Donna eyed the space. “Why? What's in there?”

He was still grinning mischievously. “You'll find out.” Donna stood on tiptoe and tried to peer over the hedge, but it was too high and too thick. She could make out a few tall trees, but that's all. “No peeking! Come on, go in!”

She flashed him a suspicious look but stooped down and worked her way through the hedge. She stumbled out onto a soft, green lawn. Donna straightened and looked around, gaping in astonishment. She was standing on top of a hill that gently dropped away to a shining stream below her. The landscape was nothing but rolling grass-covered hills dotted with giant, leafy apple trees. Donna had never seen so many different shades of green and she staggered forward and sat down as she took in the surroundings. She heard the rustle of leaves behind her and then the Doctor appeared, plopping down next to her. “Well, what do you think?”

“Looks like Ireland. It's so green!”

“Astute observation! It's actually a representation of New Ireland, formerly a barren planet that humans terraformed in...oh...” he looked perplexed and scratched his head in thought, “'round about the forty-second century. I had some sheep here once.”

Donna busted into laughter. “Sheep? You were a space shepherd?”

“It was only temporary! I transported a species of endangered sheep to a rehabilitation facility for breeding. This was the ideal place to keep them, similar to their native environment.”

“What's with the funky apple trees?” she asked, looking around. She realized that the apples were bright orange with yellow swirls in the skin and she frowned. “Those aren't from earth, are they?”

“Nope. They're Dejnarian apples, my favorite kind.” He leapt to his feet and stepped to the closest tree. The Doctor reached up and plucked a few of the apples and returned to her, polishing the apples on the coat of his pinstripe suit before holding one out to her. “Try it, it's delicious.” He waggled the apple in front of her face.

Donna resisted the urge to roll her eyes and took the apple from him. “Tempting me with apples, Spaceman? Like this is the ruddy Garden of Eden?” She took a bite of the apple. Flavor exploded in her mouth and her eyes widened in surprise. It was both tart and sweet at the same time, the flesh crisp and crunchy.

The Doctor look appalled. “No! That would make me the serpent!”

“Or Eve, since you offered the apple to me.” Donna smirked at him before taking another bite of the apple.

“Nope, sorry, that doesn't work, either. I'm too overdressed to be Eve.”

Donna snorted. “Not to mention you have all the wrong bits.”

“And what would you know about my bits, Donna Noble?” He took a bite of his apple and raised an eyebrow in question. She nearly choked on her apple from laughing and swallowing at the same time. He patted her on the back calmly as she coughed. Donna wiped the tears from her eyes and found she couldn't form a snarky response, for once. “Speechless, really? That's a first.”

“Oi!” Donna smacked him in the arm.

“Ow!” He rubbed his shoulder. “That was uncalled for.”

“Come off it! You're being cheeky again.”

He chuckled as she jumped up to fetch another apple from the tree. Donna stretched to reach the closest apple, which was right out of her reach. Her blouse rode up, exposing a small sliver of skin around her waist above the top of her jeans. The Doctor's laughter stilled. Donna turned around to face him, leaping for the apple. He caught the briefest glimpse of her navel as her fingers finally closed around the elusive fruit. He remembered how her skin had felt under his hands the night before, soft and smooth. He'd mapped and memorized every curve, every dip, every one of the tiny freckles that dusted her skin. Now the Doctor longed to caress and learn the rest of her body.

Donna plopped back down on the ground and started in on her second apple. Her eyes closed in appreciation of the flavor and she flopped onto her back into the soft grass. “Oh god, that's good.”

The sound of her voice expressing pleasure only added fuel to the blaze growing inside him. He made the mistake of glancing down at his companion, who was sprawled on the ground with her fiery hair fanned around her head. Donna bit into the apple again, eyes still shut. Her other arm was cast carelessly above her head, fingers curled slightly. Her shirt had ridden up again, exposing the soft skin of her tummy. On impulse, the Doctor stretched out next to her, looking up at the sky and tried to ignore the urge to reach over and slide his hands under her shirt. She looked like a voluptuous Eve or an alluring Venus to him, tempting him as much as he'd tempted her with the apple.

Donna opened her eyes and turned her head to the side, the shadow of a grin on her face as she regarded him.

After a moment, he stopped contemplating the clouds and turned onto his side to face her. “Penny for your thoughts?”

Donna's face turned pink as she blushed. “I was just wondering...” Donna seemed to lose her nerve and she buried her face into her apple. “What it would be like to kiss you,” she mumbled and took a bite.

The Doctor didn't hesitate. “Only one way to find out, Donna.”

Donna stopped chewing and her eyes went wide. She swallowed and pressed her lips together for a brief second. Her free hand came up and touched his cheek as she sat up and rolled towards him onto her side. Donna hesitated, then leaned in and lightly touched her lips to his. The Doctor held very still as she kissed him. Her fingers lightly stroked his face before she pulled away and dropped onto her back, a small embarrassed smile on her face.

“That's all?”

Donna raised an eyebrow and looked at him in disbelief. “You wanted more?”

“Well,” the Doctor shrugged. “It didn't last very long, did it? Not that I'm complaining,” he added when she looked a little hurt.

She crossed her arms over her chest and fixed him with a stubborn look. “You want more kisses, Sunshine? Then come and get them.”

He scooted closer to her like an eager puppy. “Gladly.”

Donna was taken off guard as the Doctor swooped in and covered her mouth with his. She let out a startled squawk and then giggled against his lips as he kissed her. He pulled back, shaking his head in annoyance. “I can't give you a proper kiss if you're laughing.”

Her chortles continued. “S...sorry, Doctor.”

A look of pure mischief crossed the Doctor's face and he wiggled his eyebrows playfully. Donna laughed even harder, but was cut off when he bent down and kissed her again. He caught up one of her hands and entwined his fingers with hers. This kiss was firmer, enough to show Donna that he was serious, yet soft and sensuous at the same time. His lips gently played over hers, moving in a slow and tantalizing rhythm. Donna's eyes slid shut and her fingers tightened on his. Her other hand opened and the half-eaten apple tumbled from her grip. She tasted the sweetness of the fruit on him and there was something else, a spicy hint of something alien, not-quite cinnamon or nutmeg. It was most definitely male, though, and filled her senses. On impulse, her hand came up and threaded through his wild tangle of hair. The Doctor brushed his tongue over her lips and Donna opened up to him. He deepened the kiss, slipping his free hand around to cradle her head.

It was several minutes later when he finally sat up. “Now that...that is a proper kiss.”

Donna looked dazed, but an impish grin flickered across her face. “Is it?”

“Of course it is!”

Donna looked dubious. “Hmm...I think I might need another demonstration.”

The Doctor smirked. “Oh, do you? Well, then. I'd be happy to oblige.” He tugged off his pinstripe jacket and dropped it onto the grass before taking Donna's hand and pulling her upright to sit next to him. The Doctor scooted closer. “Wanted to get more comfortable. Now, about that demonstration...”

The artificial sun rode lower and lower in the sky before either of them noticed. Donna never remembered a snogging session having ever lasted so long, or having turned her on so much. True to his word, the Doctor had kept his hands to himself. Part of Donna wished that he'd try something a little naughty, but she also knew they didn't need to move so quickly. As they pulled apart, both of them panting for breath, the Doctor glanced at the horizon and a sheepish grin crossed his face. “Blimey. Seems we may have gotten a bit carried away.”

Donna looked over at the blaze of colors that filled the distance. Her mouth felt numb, much to her amusement. “You know what they say, Doctor. 'Time flies when you're having fun.'”

“Well, if that's fun, then my fellow Time Lords had no idea what they were missing.” He shifted so he sat behind her with Donna between his knees. “Let's watch this sunset together.”

They sat in silence for several long minutes, watching the colors grow deeper as twilight approached. The hills were silent except for the sound of the wind in the apple trees behind them and the distant babble of the water in the stream below. The dying sunlight caused Donna's ginger hair to burn a deep copper red and the Doctor couldn't resist running his fingers through her tresses. She leaned back against him, enjoying his touch. “It's so beautiful,” Donna whispered. “Even if not's real.”

“It's real enough. And beautiful enough.” The Doctor slid one arm around her shoulders. “But not as beautiful as you.”

Donna snorted. “Oh, go on, you daft shepherd Martian.”

He refused to play into her self-deprecation. “I'm not lying, Donna.” He stopped stroking her hair and trailed his fingers across her cheek and down the front of her body to rest on her stomach. “And I'm not daft. And if it takes the rest of your life, I'm going to prove to you that you're beautiful.” The Doctor hooked his thumb under the hem of her blouse, slipped his hand inside and placed it on her midriff. He felt her breath catch and she stiffened. For a second, he thought he'd pushed her too far, but then Donna relaxed and clasped the hand around her shoulder. She gave his hand a light squeeze.

The Doctor tucked his chin into her shoulder. “Ok?” he asked.

“Yeah.”

Darkness began creeping across the grassy hill and the Doctor let go of Donna with some reluctance. To his delight, she made a sound of protest when he released her “We should probably go. Getting late and all. I don't like walking through the gardens in the dark, anyway.” He reached over to pick up his jacket.

“Yeah, that doesn't sound like much fun.” Donna stood, headed for the hedge, and started to crawl through the hole. “It's nearly supper time, anyway. Are you hungry?”

The Doctor watched Donna disappear through the hedge as he pulled on his jacket. “Ravenous,” he muttered under his breath as he started after her.


	6. Chapter 6

**Summary for the Chapter:**

> Things start to heat up a bit...

Several days later, Donna sat on the jump seat in the control room and watched the Doctor do the crazy madcap dance around the console that he called Piloting the TARDIS. He'd gotten more touchy-feely since the garden, but only a little. At night, she'd gotten used to his hand slipping under her pajama top to rest against her stomach or rub across her back, but he'd never tried anything more and she was starting to get frustrated. She wondered if it was always going to be up to her to push things forward and that thought didn't make her happy. While she appreciated that he wanted her to take the initiative, sometimes she wanted the Doctor to take the lead. The problem was that she didn't know how to tell him.

There was also the problem that the next stage was where things always went wrong for Donna. When the boys (men, she corrected herself) started wanting to feel all over her bits, that's where she shut down and said no. She shoved them away and ran for the hills. But this time, Donna had nowhere to run and she suspected that's the real reason she had resisted moving forward, even though she very much wanted to. You have to tell him, she thought to herself. It's different this time. You have to trust that he'll understand and help you get past this.

Donna sighed as the ship began going through the familiar landing cycle. The ship made a definitive thunk sound, and the time rotor slowed to a grinding halt. The Doctor turned towards her as she shimmied off the chair and headed for the door. “You all right, Donna?” he asked, following after her.

“Yeah, Spaceman. Just...thinking about things.”

“What kind of things?” He picked up his duster and shrugged it on.

“Just...things. Can we talk about this later?” Donna gestured to the doors. “New planet and all, yeah?”

The Doctor grinned. “Well, sort of. Actually, it's earth. About...oh...75,000 years before you were born. The TARDIS' engines need a holiday now and then, just a little rest. Thought this might be an interesting spot to go camping.”

Donna raised an eyebrow and crossed her arms. “Camping, Doctor? I am not going camping. I hate camping...the midges and the dirt and the sing-alongs, blech. No thanks.”

“Aw, that's a shame! What if we just have a cookout instead? Sausages and beans over a campfire?” He smacked his lips together. “Yum!”

Donna made a face, but then shrugged. “Well, I suppose. As long as you're not trying to get me to sleep in a tent. Or worse, under the stars.”

“Oh, I dunno.” The Doctor's voice dropped an octave. “We could have a lot of fun in a tent...” He wiggled his eyebrows suggestively and Donna couldn't help but smile.

“No thanks. I'll keep my nice, warm bed on the TARDIS.” She shoved the door open. “Off you go to build us a fire, just like a lumberjack.”

“And I'm okaaaay,” sang the Doctor as he strolled past her. “I sleep all night and I work all day!”

“Good old Monty Python,” Donna remarked as she followed him out.

He'd parked the TARDIS in the middle of a glade in a primitive forest. It was hard to see the sun thanks to the dense canopy of branches formed by the enormous oak trees around them, but it appeared to be late afternoon. The Doctor busied himself gathering kindling and fallen logs as Donna cleared a space and built a fire ring out of stones. With the help of the Doctor's sonic screwdriver, they had a toasty fire roaring and crackling in no time. Donna volunteered to run to the kitchen to fetch the food and a frying pan.

No sooner had Donna disappeared inside than the Doctor sensed movement in the trees. To his astonishment, three Neanderthal males stepped out of the undergrowth staring at the fire and at the Doctor. They were dressed in crude skins and carried very sharp hunting spears. The Doctor grinned and hoped he appeared pleasant. “Hello!” he called. “Come to look at the fire? Isn't it nice? I'm the Doctor, by the way.”

At the sound of his voice, the three dropped into defensive stances and their spears whipped into throwing position. The Doctor glanced at the door of the TARDIS and was dismayed to see that the fire and the hunters stood in the way of any kind of escape. He held up his hands in a placating gesture. “Oh no, no no no. You don't want to do that. I'm a friend, you see. Doctor. Friend, that's me! Friendliest friend you could have! I'm harmless.” The hunters drew their spears back and the Doctor's voice went up a notch in pitch and he started babbling. “Mostly harmless, yes. Blimey, TARDIS translation circuits must be bugging out again. I knew I should have gone to Disneyworld.”

There was a dull glong sound. One of the hunters grunted and then dropped to the ground, unconscious. The other two looked down at their fallen comrade and then turned to see the source of the attack. Donna stood there wielding a twelve inch cast iron skillet and the look on her face could have stopped a rampaging lion. She was noticeably taller than both the hunters. Her height, flaming red hair, and her enraged expression definitely cowed the younger of the pair. He dropped his spear and backed away, making frightened sounds. The other hunter, though, narrowed his eyes and leered at Donna. He jabbed the spear in her direction and reached out to grab her, but she sidestepped and circled around towards the Doctor.

“Oh, I don't think so, Captain Caveman.” She stared the Neanderthal right in the eyes. “Sorry, but I've evolved past being dragged back to your cave by my hair.”

“Donna,” the Doctor cautioned. “The TARDIS' translation circuits are offline. He can't understand a word we're saying.”

“In this situation, Doctor, I don't think we don't need a sentient spaceship to translate. Let's just try to get back into the ship.”

“Agreed. I forgot how nasty Neanderthals can be, though their cave paintings are quite amazing...”

The hunter glared at the Doctor and hollered something that sounded insistent. He gestured at Donna, pointed to the ground by his side, and poked at her with his spear again. Donna barked a sharp laugh. “I'm not going with you, Sunshine! And keep your pointy things to yourself.” She swung the pan as hard as she could and broke off the stone spearhead. “Iron,” she said. “You wouldn't have heard of it.”

The broken spear only seemed to anger the Neanderthal and he dropped his weapon and launched himself at Donna. She jumped out of the way and spun around, catching him full across the back with the frying pan as he passed her. The blow was enough to knock him to his hands and knees. The hunter growled deep in his throat, sprang to his feet, and spied his fallen companion's spear. Before he could pick it up, the Doctor grabbed Donna's hand and pulled her towards the ship. “Run, Donna!”

She didn't argue and leapt after the Doctor into the TARDIS. She slammed the door just as the spear was thrown and it clattered against the outside of the box. “There goes our cookout,” Donna sighed. “Good thing the fridge is stocked...” She trailed off at the furious look on the Doctor's face.

“Donna, that was foolish, attacking a Neanderthal like that.” He wasn't shouting, but he spoke in the low tone he reserved for when he was  
angry and disappointed with his companions.

Donna glared at him, incredulous. “Excuse me?! I just saved your skinny arse and you're calling me foolish? Well, you're bloody welcome,  
Doctor!”

He grimaced and crossed his arms. “Taking down two out of three Neanderthals isn't bad, considering they're stronger than modern man, but even I know not to tangle with them. You left one very angry hunter who had no intention of letting you get away unscathed.”

“Oh please!” Donna snorted. “I wouldn't have let that happen!”

A dark look crossed the Doctor's face and he shook his head, his eyes never leaving hers. “You wouldn't have been able to stop him.”

Donna opened her mouth to holler back, when the doors of the TARDIS shook as outside the hunter beat against them, howling in rage at his lost quarry. The translation circuits chose to kick back in at that point and a deep voice could just be heard. “Give her to me! I claim the female!” Donna turned and stared at the doors, watching it vibrate under the hunter's assault. Her eyes grew round in horror and she dropped the frying pan, which hit the metal grating of the floor with a loud clang. She backed away up the gantry and ran smack into the Doctor, who wrapped his arms protectively around her.

“He can't get in, Donna. You're safe with...” He didn't get to finish as Donna struggled against him. Shocked, he let her go and she fled down the corridor. The Doctor sighed, picked up the frying pan, and looked up at the domed ceiling. “Now you decide to start translating,” he grumbled at his ship. “Your timing is lousy, you know.”

He started to follow Donna, but then stopped. No. Donna needed time to process what had just happened and she mostly likely didn't want him around. Besides, it was teatime. He swung the frying pan over his shoulder and headed off for the kitchen.

Donna rushed towards her room, but her footsteps slowed as she approached her door. God, the Doctor was right. She was being foolish. There was no real danger and Donna wasn't sure why she had just reacted the way she had, pushing the Doctor away like that. Donna shoved the door to her room open, stepped inside, and then slammed it behind her. She pulled off her shoes and socks, then flopped onto her bed and dropped her head into her hands.

 

There's no hope for you, is there? she asked herself. It's always the same, you're always pushing them away. You hoped that it would be different with the Doctor and it started to be, but you just can't seem to... A surge of anger flared through Donna, stopping her self-chastisement in its tracks. Damn it, no! I pushed away because I was scared. It was a natural reaction. Except...that's why I've pushed the others away, wasn't it? Out of fear. A rather unnatural fear...oh blimey. I'm going to need years of therapy to resolve this problem, aren't I? Not just a few months with the Doctor. Donna Noble, you are one messed up woman.

There was an oversized purple knitted afghan on the end of the bed. Donna grabbed it and tugged it over her head. She sat there like that for a long time, stewing in her own horrible thoughts about herself, when there was a soft knock at the door. “Donna? May I come in?”

Donna was about to tell the Doctor to bugger off, but then realized that she didn't really want to be alone. She pulled the afghan off her head and wrapped it around herself like a cocoon. “Come in, Doctor.”

The door squeaked open and the Doctor came in carrying a tray laden with two mugs and a plate of cheese sandwiches and biscuits. “Brought us something to eat.” He nudged the footstool closer with his toe and set the tray down, glancing at her. “Are you ok?”

Donna shrugged. “Yeah.”

He handed her a white mug that had, “I love New New New New New New New New New New New New New New New York” written on the side. Donna smiled a little. The Doctor sure liked his kitschy mugs. He sat down in the blue overstuffed chair and picked up his own mug, which featured Dr. McCoy from Star Trek. It read, “Damn it, Jim! I'm a doctor, not a temporal physicist!”

They sipped their tea in silence before the Doctor looked over at Donna, looking contrite. “Donna, I'm sorry I called you foolish. You risked your neck to save my life and I may have overreacted a bit when I had to save yours. You didn't know how dangerous primitive humanoids can be. Let's just call it even on saving each other, ok?”

She smiled a little. “Ok.” As he reached over to take a sandwich, she asked, “Doctor?”

“Hmm?”

“I'm sorry I pushed you away.”

“It's all right, Donna. You were frightened.”

“Yeah, but that's the problem, isn't it? I was frightened. I shouldn't have pushed you away when you held me. I should have stayed.”

The Doctor looked confused. “I'm not sure I'm following you, Donna.”

She shook her head in frustration and sipped her tea before continuing. “You wouldn't understand. This is...where we are, I mean...” She blew out a breath and her bangs flew around her face. “The stage we've reached in this whole intimacy, thing, yeah? The kissing and the cuddling in bed and all?”

He nodded. “Ok.”

“This is where it always goes wrong with me and men. Where the fear becomes too much and I run. That's what happened earlier. If I'd trusted you, I wouldn't have run away.”

The Doctor set his mug down. “Donna, there's different kinds of fear. The fear you felt earlier was pure instinct, the good old fight-or-flight reaction. It had nothing to do with trusting me. Your instincts told you to run and you did, doesn't matter whether I was there or not. You can't possibly compare instinctive fear to the fear of intimacy that we've been working on conquering.” He quirked an eyebrow. “I take it that you don't want to shove me away, like you've done with the others?”

“Of course not! But I'm afraid I will.” She sighed. “And there's nowhere to go this time if I do want to run.”

He was quiet for a long moment before he spoke again. “You know I'd take you home if you asked me to.”

“I know, Spaceman. And I don't want to go home. I want to move past this and it's been brilliant so far, but...” Donna bit her lip and then decided to take the straight approach. “I've got a pretty rotten history when it comes to the next part. I'm scared I'm going to bolt and I don't want to. You've asked me to take the initiative and I have, but now I need you to take the lead for a while because I'm not so good at this and I trust you. I don't trust myself when it comes to going farther than we've come.”

The Doctor shifted from the chair to the bed and sat down behind her, tugging off Donna's purple makeshift cocoon and pushing it aside. He wrapped his arms around her waist and pulled her close against his chest. Donna snuggled into the Doctor's embrace as he brushed her hair aside and planted a soft kiss on her neck. “I'll take the reins if you want me to. Conquering this fear requires that you listen to your instincts. That's what you've been doing all along, so it's nothing new. The only reason you'd try to run away is because you're scared, so we'll only go as far as you want to. If you begin to feel only fear, then you have to tell me to stop. Agreed?”

“Yeah.”

“Good.” He squeezed her hard, vocally pretending to strain his muscles. “Oooooh!”

Donna laughed out loud. “You're silly.”

“Aren't I just?” The Doctor rolled backwards, taking her with him. Donna squealed as she found herself flipped onto the bed, landing on her back as he rolled her over. The Doctor rose up to his knees and stuck his hands on his hips. “Well, look at that!” he crowed. “You, Miss Noble, seem to be in perfect snogging position. I can't pass up an opportunity like this.” Donna was still laughing as he leaned over and tried to kiss her, but he couldn't from the laughter that bubbled out of her. “Oh, not again! Donna!”

“Then stop making me laugh when you want to kiss me!” she giggled.

The Doctor smiled to himself before stretching out next to her and slipping an arm over Donna's waist. He waited until her chortles subsided and then cupped her chin, turning her face towards him. He kissed her, running his thumb along her jawline. Donna's eyes closed and she reached up to stroke along the side of his neck. She'd discovered a few nights ago that he really seemed to like that. Sure enough, he made a happy sound and cuddled in closer.

His kisses were gentle, but also tantalizing at the same time. They were meant to relax her and make her forget about what happened earlier. Sure enough, the Doctor sensed the tension leaving Donna's body after a while. She playfully nipped his bottom lip and he yelped, then rewarded her with a deep, burning kiss. Donna pulled his head closer, one hand coming down to squeeze his bum.

She'd never done that before and the Doctor was more than a little surprised, but didn't show it. She was getting braver and that prospect encouraged him. The hand around her waist burrowed underneath her green wrap top to rest just underneath her breasts. He gently stroked the soft skin of her midriff. He'd touched her like this many times before and she wasn't alarmed, but he'd never ventured further. The Doctor let his fingers drift a little higher to cup a breast over her bra. Donna's breath caught in her throat against his lips, but she didn't move to stop him. The Doctor caressed the side of her breast before brushing his thumb over her nipple. She gasped openly as pleasure ignited through her. He smiled, pleased that she was reacting so well to his touches.

Donna's wrap top was a bit snug and made it difficult for the Doctor to maneuver his hands. He reached down and tugged at the bow that held it closed. Donna's eyes opened and met his. She saw the question in his eyes and she nodded once. The Doctor sat up and grabbed her hands, pulling her up with him. Her top flapped open, revealing her soft pink bra trimmed in lace. Donna blushed and looked down, feeling self conscious. Trying to reassure her, he squeezed her hands briefly. “Give us a hug, love,” he murmured and slid his arms her waist. Donna hugged him tight and he could feel her heart hammering against his chest. “Is this enough, or do you want to go on?”

Donna didn't hesitate. “We can go on.”

“Ok.” The Doctor hugged her once more, then moved his hands up to her shoulders. He grasped the edge of her top and slid it down and off her arms. Donna swallowed once as cool air hit her torso. Warm fingers lightly stroked her sides and she reveled in the delightful sensations that raced through her. Her head fell back and the Doctor leaned in to place soft, barely-there kisses down her throat. He stopped just as he reached her cleavage and then moved to capture her mouth in a deep kiss.

Donna slipped her hands inside his coat and rested them against his waist. In response, he sat back for a moment and shrugged off his pinstripe jacket. He hadn't put on a tie and Donna tugged his blue shirt and white undershirt out of his waistband, giving him a coy smile. The Doctor met her smile and raised his arms above his head, inviting her to pull off his shirts. She did so slowly, trailing her fingers over his skin. He let out a shaky sigh at her touch as she dropped his clothing.

She placed her hands on his chest, feeling the strong beat of his twin hearts thudding against her palms. The Doctor covered her hands with his own, rubbing his thumbs in small circles over the back of her wrists. Despite being so slim, he was well muscled and Donna knew that he belied an even greater strength. Her fingers threaded through the soft brown mat of hair that covered his chest. The Doctor curled an arm around her waist and tugged her towards him so that she wound up straddling his lap. Donna let out a startled laugh and he chuckled at her response.

His hand ran down and squeezed her bottom. She automatically arched into him, pressing her hips against his and he groaned in reaction, fighting to control his body. It had been such a long time since he'd made love and their growing intimacy had only served to wake up his latent libido. He knew they were far from ready and he was worried that he'd frighten her if he allowed himself to have an erection. The Doctor prided himself on his mastery over his body's urges, but that didn't mean it wasn't a struggle sometimes.

“Donna,” he murmured and a thrill of desire ran through her at the sound of his voice. His voice had gotten low and husky. She'd been right the other night when she'd guessed that's what a lover sounded like.

“Doctor?”

“Oh, Donna Noble. You don't make this easy for me.” He pressed an open mouthed kiss on her pulsepoint and glided his hands up her back to the clasp of her bra. The Doctor undid the closure and he felt her pulse speed up under his lips as her bra loosened. He gently stroked her bare back to reassure her, nibbling around to kiss the hollow of her throat. When she didn't protest, he slid his hands over her shoulder blades, catching the straps of the bra and guided them down her arms and off her body. He dropped the undergarment aside and lifted his head to look at her.

Donna crossed her arms over herself to hide from his view and he felt her trembling. He couldn't tell if it was from fear or from something else. She was looking away from him to the side and the Doctor rested his hands on her waist. He tried to catch her eyes. “Donna? Talk to me.”

“I...” she pressed her lips together.

He moved his head again, but still couldn't meet her eyes. “Look at me, ok?” Donna turned her head and looked into his brown eyes. “What's going on in your mind?”

“I'm scared you won't like what you see.”

He smiled and reached up to brush a stray lock of ginger hair out of her face. “I don't think you have anything to worry about. Is that all?”

She shook her head, but her hands didn't move.

He touched her cheek. “Do you want to stop now?”

Donna hesitated before answering, “I don't know. Maybe?”

“All right.” He gave her a quick kiss and reached for the purple afghan. He wrapped it around her shoulders, intending to cover her up, when she interrupted him.

“No, wait.”

He paused and Donna uncrossed her arms, resting her hands on her thighs. The Doctor kept his eyes on her face as he settled the afghan around her waist before he tenderly stroked her sides. Donna was still shaking as she took his hands and lifted them to her bare breasts. The Doctor looked down at their joined hands. Donna was lovelier than he'd imagined (and he'd imagined quite a bit). She was blushing and it turned her skin a soft pink. Donna slipped her hands out from under his, a silent invitation to touch her.

He caressed her with reverence, running his fingers under her full breasts to cup them in his hands. “I was right, you know.”

“Huh?” Her voice was unsteady.

“About having nothing to worry about. You're breathtaking, Donna.”

Her blush deepened and the Doctor squeezed her lightly before brushing his thumbs over her nipples. They turned a deep rose and hardened under his touches. Donna gasped as bolts of pleasure shot through her body. Her eyes slipped closed. “Oh my god...” she breathed.

The Doctor leaned in and kissed the center of her chest, right between her breasts. He tucked one arm behind her back and shifted to laying on his side, rolling Donna onto her back. Surprised, she looked up at him and saw him gazing at her with nothing but love and adoration in his eyes. He trailed his fingers lightly over her breasts and torso, watching the desire build in her eyes. “Donna, you are so beautiful.”

“No, I'm n...” she started to say, but he cut her off with a firm kiss.

After a moment, he broke it off and looked her in the eyes, a serious expression on his face. “I'm not going to listen to you denigrate yourself. You're gorgeous, Donna Noble. Deal with it.”

Donna opened her mouth to argue, but he seemed to sense that and a mischievous half-smile flickered across his face. Instead of kissing her again, he firmly cupped one of her breasts and his mouth closed over her nipple. She reacted instantly, crying out and arching her back. The Doctor smiled against her breast and he ran his tongue around in slow circles. Donna moaned and tried to wiggle away, but he held her down with a firm but gentle grip. He wasn't about to let her start criticizing herself again and this seemed to be an effective distraction.

She was shocked, amused, and a tiny bit furious with him all at the same time for using her body against her. Well, hadn't she asked him to take the lead? Her thoughts fled as he drew her nipple into his mouth and suckled her. Donna's eyes fluttered shut and she arched against him again. She panted for breath, struggling to control her body as waves of delight washed over her and terminated at her center.

He kissed his way across her body to her other breast. As the Doctor laved attention on her other nipple, his thumb lightly brushed over the ruby red peak that he'd just released. Sharp spikes of pleasure bordering on pain raced down Donna's spine. She called out his name, fingers digging into the soft material of the comforter underneath her.

He raised his eyes to see Donna's face flushed with want and passion, her hair fanned out on the pillow. It was the most beautiful sight he'd seen and he locked the image away in his memory. An immense feeling of satisfaction filled him at the knowledge that she was enjoying his attention to her body. The Doctor sat up and kissed her with abandon. Donna surrendered to him, losing herself in his embrace.

Donna wore a loose brown skirt and it had puddled around her thighs after the Doctor had rolled her onto her back. The Doctor wondered how far Donna had wanted to go, or if she even had an idea. She'd given him control and she hadn't asked him to stop yet. Hoping he wasn't making a mistake, he rested one hand on the outside of her knee and glided his fingers downward. Donna was so absorbed in their kissing that she didn't notice. The Doctor's fingers reached the top of her leg and he carefully pushed her skirt out of the way to reveal her light blue panties. He tenderly caressed her tummy and Donna let out a slight whimper against his lips, but he couldn't tell if it was from fear or desire.

He continued to stroke her stomach for several long moments before he slid his hand down to the elastic leg band of her panties. The Doctor ran his finger along the band at the top of her leg before slipping inside to brush against the sensitive skin underneath. Donna whimpered again and squirmed a little. He glided his fingers towards her center, pressing lightly to urge her thighs apart.

Donna suddenly broke off the kiss with a frightened, “St...stop!”

He immediately paused and the fear in her voice almost broke the Doctor's hearts. He opened his eyes and saw Donna's eyes were round and huge and she was breathing hard, obviously trying not to panic. He pulled away and sat up as a slight sob broke from her. The Doctor hesitated, not knowing whether she wanted him to touch her or not. He held out his arms in invitation and murmured, “Come here, love.” He was relieved when she sat up and scrambled into his arms, burying her face in his bare shoulder. He snagged the discarded purple afghan with his foot and wrapped it around them both as Donna shook like a leaf in a hurricane.

“It's all right,” he crooned in her ear. “It's ok, Donna.”

“I'm sorry,” she hiccuped, her watery voice muted. “Really...sorry...”

“Donna, you've done nothing wrong. Were you afraid before I touched you just now?”

She shook her head.

The Doctor stroked her hair, trying to reassure her. “Then you've nothing to be sorry about. You did exactly what we agreed to do. You went as far as you could and I'm pretty sure that it was way further than either of us imagined, yes?”

Donna nodded.

“See? You're doing so much better than you thought you would.” He reached down and lifted up her chin to look at him. Silent tears spilled from her eyes and he brushed them away. “That was wonderful, what we did just now. You didn't run away at all, did you? You're winning the battle, my Donna.”

“It's so difficult,” she whispered.

The Doctor looked her in the eyes. “I never said it wouldn't be hard. But you're doing brilliant. You're not letting the fear rule you and I am so very proud of you for that. You are stronger than the fear and we're going to conquer it, together.”

Donna hugged him tight and he rocked her slowly. “Why don't you get ready for bed?” he asked. “No more for tonight, I think. We've both had a long day.”

“Ok, Spaceman.”

He slid the afghan off them both and then wrapped Donna up in it to cover herself. The Doctor stood up and pulled his shirts and jacket back on, then bent down and gave her a quick kiss. “I'll be back soon.” He picked up the tea tray and headed out the door.

Donna curled up onto her side, swathed in her blanket, and tried to process what had just happened. She'd let the Doctor go really far with her this time, almost as far as she'd ever gotten before with a man. It had never happened this fast with other men, though. Her eyebrows knit in confusion. What did that mean? It means you trust him, you silly goose. You never trusted the others at all, but you trust him. He's so sweet and gentle with you, not like how the others were and that means something, doesn't it? It means that you're not going to run away this time and you're going to make love with him. Donna always had difficulty imagining herself and the Time Lord in the throes of passion, but now a clear, erotic image of them together floated up in her mind. Donna blushed bright red, but a smile briefly crossed her face. Still, the fear she'd felt at the end was still present in her heart and she tugged the afghan over her head, knowing they still had a ways to go.


	7. Chapter 7

**Summary for the Chapter:**

> The Doctor takes Donna to a special place where they won't be distracted...

Donna and the Doctor didn't get a chance to move any further because life got in the way, much to Donna's annoyance. First, there was the giant asteroid-munching space dragon that tried to eat a mining colony. Then, they saved the earth from being taken over by tiny purple alien cockroaches, which took a week and several thousand blasts from the sonic screwdriver amplified through the TARDIS exterior resonators. Donna discovered the last of a species of ravenous cat. The Doctor arranged to have it transferred to a sanctuary for endangered animals. But first, they'd had to trap the cat and that meant a madcap chase through the underbrush.

The Doctor slammed the TARDIS door after they'd transferred the feline to its new habitat and grumbled, “Bloody cats.” He flapped his brown overcoat and dust flew everywhere as he strode up to the console, where Donna was slapping dirt and mud and fur off her jeans. “Where do you want to go next?”

Donna glanced up at him, shoving her disheveled hair out of her eyes. “Somewhere that doesn't involve bizarre animals. All we've done for the last three weeks is play exterminator and zookeeper and I've bleeding well had enough! I'm knackered.”

“Can't argue with you there.” He grinned. “Right. Doctor and Donna need a short vacation and I think I know just the spot.”

“Are you sure it won't be crawling with giant alien crabs?”

He flipped a few switches. “Crabs, no. I think you'll like where I've got in mind. It's supposed to be quite beautiful. Someone owes me a favor, you see.” He glanced up at her. “Also, it will give us a chance to focus on other things.”

Donna knew exactly what he was referring to and she blushed. They hadn't tried anything intimate since that night after they'd met Captain Caveman. They'd been too busy to even focus on each other and nervousness flooded through Donna at the thought of taking the next step, which was a rather large one for her. Before she could stop herself, she stammered, “Oh...oh, we don't have to do that, Doctor.”

The Doctor frowned as he looked up at the time rotor and pulled a few levers. “Donna, you're never going to get over this fear unless you face it down. I'm taking us to a place where we can work on that without life getting in the way.” As the rotor began churning and wheezing, he caught her eyes and she was shocked to see a tiny bit of the Oncoming Storm in them. “You're not going to run away from this. You told me you didn't want to run anymore and I'm going to make sure that you don't. It's time we conquered this fear.”

The resolution in his voice had a twofold effect on Donna. His words frightened her, but at the same time she was relieved that he was bringing them back to the task at hand. Donna hadn't wanted to mention working on her problem, but he'd remembered. He'd also remembered that she'd asked him to take the lead, which was why he wasn't letting her quit now.

“Can't we wait just a little longer? What's another week? We could go check up on the Adipose, yeah? Make sure they all got home safely and they're doing ok since their planet disappeared? Or...or...we could pop home so I could spend some time with Gramps and Mum.”

“No.” His voice wasn't mean, but straightforward. “We're not doing anything else until this problem is resolved. And besides, you hate spending time with your mother.” Donna knew that look in his eyes, the one that refused to back down and she knew it was no use arguing with him. The ship made a thunking sound and started going through the landing cycle. “Welcome to Mercador!” He strolled towards the doors of the TARDIS and pushed them open. “Ladies first.” The Doctor gestured grandly.

She trudged towards the doors, trying to control the fear welling up inside her. The Doctor must have seen the frightened look that crossed her face because he caught her hand as she started to pass him. “Donna, wait.” She stopped and looked up at him. The Doctor's voice was quiet and kind as he reached down and cupped her cheek. “Fight it, love. Don't let the fear rule you. You're stronger than it is.” He leaned in and kissed her briefly. “Come on.”

Donna followed the Doctor into the middle of a busy square of an Elizabethan-style town. It reminded her of Dulac from Shrek with its wattle and daub buildings, the beams painted a bright French blue. Baskets of brightly colored flowers hung from window boxes and gas street lights. It was night time and the lamps were lit, casting warm shadows over the ground and glaring off the white plaster of the surrounding structures. He led her across the cobblestones to a large building. “What is this place?”

“Mercador City. Rose and I saved this town from a warlord and they kind of owe me a favor. Not,” he added, “that I feel like they owe me anything. At the time, I had no use for their offer, but they said I could always come back. So, here we are!”

“What exactly did they offer you?”

He turned his head to look back at her and his eyes sparkled in mystery. “Oh, you'll see. Wait here.”

He disappeared inside the huge building that dominated the square. Donna figured it was the town hall or some other important municipal administration building. The people of Mercador seemed more or less humanoid, except for having bright yellow skin and orange hair. One of the younger women passed by Donna and noticed her ginger hair. Her jaw dropped and she stared at Donna's head, envious. “My dear, how did you get it so red? It's stunning!”

Donna was taken aback. “What?” She then remembered her manners. “I was born with it.”

“You're so lucky,” the woman breathed and patted her own burnt-orange tresses. “I can't get past this shade no matter what I do.”

“I know a good beautician in Essex,” Donna deadpanned as the Doctor reappeared a moment later. Donna was astonished to see that he carried a flaming torch.

He grinned as he held out his hand and wiggled his fingers. “Let's go.”

Donna took his hand, waved goodbye to the Mercadorian woman, and followed him through town and out of a guarded gate. They passed into the darkness of the forest beyond and the Doctor's arm slid around her waist. The flames of the torch cast weird shadows on the gnarled, twisted branches of the alien oak trees and Donna was reminded vaguely of Sleepy Hollow. She snuggled into the Doctor's embrace. It was turning from summer to fall on this world and the leaves were beginning to change. Their shoes crunched on the dead leaves of the dirt road and Donna wished she'd thought to bring a jacket as a crisp night wind blew around them. The silence was almost overwhelming. She glanced up to see two bright moons shining at them through the bare branches, one larger than the other.

The moonlight suddenly reflected brightly off a path made of tiny, sparkling rocks. The Doctor carefully picked his way down the shining white path. Donna could hear the sound of rushing water and it grew louder as they moved forward, deeper into the forest.

They rounded a bend and clouds of steam came billowing towards them. The Doctor stopped suddenly. He let go of Donna and held the torch up higher before he crept forward for a closer look. Through the puffs of steam, Donna could see a wide, smoking stream flowing through the forest, but it disappeared over a precipice into an enormous hole below them. The Doctor stopped on the edge. “Sinkhole,” he shouted back at her. “That stream is fed by a thermal spring that cascades down into the grotto.”

Donna looked down over the edge and frowned. “But I don't see anything. There's nothing but steam. I can't see the bottom.”

“That's from the cooler air. You know how steam works. There's so much that it's probably obscuring the bottom. Hang on, though...” he trailed off and looked thoughtful. Donna watched him bend down and pick up one of the white rocks. He heaved it into the air over the sinkhole, where it bounced off the steam and rolled to the other side.

“What the!” Donna exclaimed, but the Doctor was grinning, pleased.

“Perception filter and a force field!” he crowed. “Aw, that's brilliant! Offers a bit of privacy, see. The people down below can enjoy the stars and the view, but you can't look down into the grotto if you're up above. The steam blocks out the bottom. Come on, Donna, there's got to be an entrance around here somewhere.” He began picking his way around the edge of the sinkhole. “I'd say watch your step, but the force field will keep you from falling in.”

A minute later, they found a set of steps leading down into the ground. Donna made a face at the dark stairs, but the Doctor just grinned. “Allons-y!” He led her down the stairs, holding the torch high. The steps were carved from the rock itself, worn smooth over time. They had to be careful not to slip on the slick stone. The Doctor found a recess in the wall just a few feet down and saw an iron basket full of sticks of wood. A quick touch of his torch set the wood alight, banishing the darkness. They continued down the stairs and came to a wooden door barred in iron. It was halfway open and the Doctor gave it a little shove. With a creak and a groan, the door opened and they stepped through.

Donna gasped aloud at what she saw. They were standing at the bottom of a sinkhole made from orange stone shot through with rust colored veining. A beautiful waterfall cascaded down the far side of the grotto, ending in a pool of roiling water. About two-thirds of the grotto was surrounded by flat stone, with the pool occupying the middle of the space. They could see that stairs had been carved into the pool, allowing access down inside. More niches were carved into the walls and were piled high with wood in iron braziers. They glanced up and saw the outlines of the trees, double moons, and twinkling stars above them. “This is incredible,” Donna breathed.

“It's brilliant.” He took another good look around. “Never actually seen it myself, was only told about it.” He firmly shut the door behind them and threw an iron bolt that locked out the outside world. The Doctor lit the braziers in the recessed niches, which brightly illuminated the grotto. He came back over to Donna, his eyes sparkling with the joy of discovery. “Our own little secret space, just for you and me. Oh! Come see this!” Opposite the waterfall, a deep cave had been carved into the wall. The Doctor made his way over and stepped inside. Inside was a small, sumptuous shelter. The Doctor picked his way across the room while Donna waited at the entrance. The torch was placed in a fireplace and the cave suddenly sprang into light.

Donna peered in as the firelight danced and played across the orange walls. “Wow,” she breathed. An enormous bed piled high with furs and blankets occupied the sloping left wall. Gauzy curtains hung from hooks in the stone ceiling surrounded the bed. On the right were shelves that held clothing, towels, toiletries, and food. A small sink and counter sat next to the shelves. The fireplace doubled as a giant hearth where food could be prepared. A tiny bathroom covered with a dark curtain stood beyond the fireplace. Tucked against one wall in the kitchen area was a table and two chairs. The room was very warm, cozy, and inviting. “It's like a little cave cottage!” Donna stepped inside after the Doctor.

The Doctor shoved his hands in his pockets, bouncing on his toes. “Wasn't expecting this, were you?”

“Nope.”

He opened a small iron door next to the shelves. “This is like a dumbwaiter to the surface. The Burgomaster told me that someone will come twice a day to bring us clothing or food or whatever we want. We just have to leave them a note and send it on up.”

“So this is like a hotel?”

“Sort of. The locals use it as a sort of honeymoon suite. However, it's going into fall and Mercadorians only marry in the spring and summer. We've got the use of it for as long as we want.”

“Blimey. They must have been awfully grateful for you getting rid of that warlord.”

“You have no idea.” He reached over and brushed a stray leaf out of her shoulder. “We're both pretty dirty. How about we take a bath?”

“Yeah, that sounds...oh.” Donna looked back towards the entrance and swallowed once. He read the uncertainty in her expression, the fear that had decided to rear its ugly head.

“If it makes you more comfortable, I'll turn my back and you can undress and get into the pool first. Then I'll undress and join you.”

She noticed that he wasn't giving her the option of bathing alone. Her voice shook as she said, “You're pushing me too fast.”

“Am I? Donna, think about what we've done, how far you've come. You yourself told me that me you didn't want to run anymore.” She sensed him coming up behind her. “Is that what you still want? Do you want to quit now or do you want to overcome this monster? I brought you here because you asked me to take the lead. If you tell me that you want to go back to the TARDIS, then we'll go. It's your choice and it's always been your choice. Whatever you choose is fine with me. ”

“I...don't want to go back to the TARDIS.”

“Then you don't want to quit?”

She shook her head. “No, I don't.” She took a deep breath. “I'm at an impasse. I don't want to stop, but I'm too scared to go forward. I know myself well enough that I anticipated this could happen. That's one of the reasons why I asked you take the lead, Doctor.”

“Everyone has a time in their lives when they need someone to give them a nudge, Donna. Even me.” He slid his arms around her waist and rested his chin on her shoulder. “I think that taking a bath together is a good next step forward.”

Donna turned her head to look at him. “I guess we could always try.”

“That's all I ask, is that you try.” He kissed her once before letting go of her and turning around. Donna kept one eye on him as she removed her dirt-streaked clothing, kicking it off to the side. Trembling a little, she crossed her arms over her breasts and scurried to the pool, stepping down into the warm water. It was about the temperature of a jacuzzi. The water came up her armpits and she backed away towards the waterfall, glad that the swirling and churning water gave her a little coverage.

The Doctor heard her splashes and turned around, just catching sight of Donna's bare back as she disappeared up to her shoulders into the roiling water. His breath caught for a second and he swallowed once, feeling his mouth go dry. He watched her turn around and move towards the waterfall, her eyes going wide when she saw him looking at her. The Doctor shot her a reassuring smile and then turned his own back to her to shed his clothing.

Donna wanted to look away, but she couldn't tear her eyes off of him as his rail-thin body was revealed to her. At least, the back of him. She lost her nerve at the last minute as he started to tug his boxer shorts off. She spun around, ducking under the water to wet down her hair. She stayed under for a long minute, holding her breath. You can do this, Donna, she told herself as she floated peacefully under the warm water like an unborn baby in the womb. It's just the Doctor. He's your best friend and he'd never, ever hurt you. He's older than Methuselah, isn't he? Chances are he's seen naked women more times than he can remember. And anyway, remember how he touched you last time? It obvious that he wants you.

She pushed off the stone floor and emerged from the water, gasping moist air into her lungs as she took a deep breath. The Doctor had entered the pool and was moving slowly towards her. “Are you all right?” Her ginger hair had gone the color of dark copper and streamed down her back, the ends floating lazily behind her in the water. Wet and naked Donna was extremely attractive, he thought, and he resisted the urge to reach out and grab her up into a hug, mindful that she might not react well to that.

“Yeah.” Donna shyly reached a hand out to him, one arm wrapped around her breasts. The Doctor took her hand and he tugged her towards himself. Donna slid and slipped towards him, losing her footing on the slick floor of the pool.

“Woah!” The Doctor immediately caught her around the waist and her hands flew up to catch his shoulders. She looked up at him as she regained her balance. They stared into each others' eyes and the Doctor's fingers stroked at the soft skin on her waistline. Donna took a deep breath and stepped closer, sliding her arms around his neck and pulling him into an embrace. The Doctor almost squeaked with happiness, getting the hug that he'd wanted. He locked his arms around her waist and held her tight.

“Sure you're ok?”

“I'm ok, Doctor. Just a little nervous.”

“It's okay to be nervous. It really is.” Parts of his body was very aware of the fact that a naked Donna was pressed against him, but he grimaced and fought to keep control over himself. Not yet, not now. He let go of her and brushed a lock of wet hair off her forehead. “May I wash you? It's only touching each other, same thing we've been doing.” He grazed his knuckles down the side of her cheek.

Donna's eyes half-closed when he touched her. She looked up at him and nodded once.

He led her carefully back to the steps. Small pots of soaps were arranged on the edge of pool. There was a also pile of gauzy towels and washcloths. Donna steeled herself as she partially ascended the stairs and sat down on the middle step so the water lapped at her waist. She resisted the urge to hug her knees to her chest and hide herself from his view.

The Doctor folded himself down beside her, still holding her hand. His eyes swept over her body and she colored a little, her pale skin streaked with dirt had already turned pink from the warm water. He took in her full, round breasts, the dip of her waist of her hourglass figure, and the gentle curve of her hips underneath the water. Donna looked down at her feet, too shy to meet his appraising gaze. “Mia Bella Donna,” he breathed after a moment.

She smiled in spite of her shyness and lifted her head. “Oh, go on.”

“I've told you before that you're beautiful. And I meant it.”

Donna wasn't about to start arguing with him, but she turned her head off to the side. “This isn't easy for me, Doctor. No one's ever seen me naked before.”

“Oh, that's good!”

“What?!” she whipped her head to look up at him and he was grinning at her like the cat who had gotten into the cream.

“Means I'm the first. And I like knowing that I'm the first to see you like this.” He let go of her hand and his fingertips trailed up her arm, leaving drops of water in their wake. The Doctor leaned in closer and whispered in her ear, “And the first to touch you like you've never been touched before. I'll always be the first.” Donna didn't miss the possessiveness in his voice.

His words and his touches sparked something deep inside her. She remembered the passion that he'd kindled in her before and warmth spread through her body that had nothing to do with the water around her.

The Doctor's hand stopped on her jawline and he leaned in, hovering his lips just above hers. “Thought you were going to give me a bath?” she pointed out.

“So I was.” The Doctor pressed a quick kiss to her lips and slid around behind her so that she sat between his knees. He moved her hair to the side and kissed the nape of her neck as he reached over for a pot of shampoo. The Doctor scooped up some of the shampoo and gently tilted her head back so that she was looking up at the stars. He worked the soap through her hair, his long fingers gently massaging her scalp. The shampoo smelled like a mixture of rosemary and pine and Donna closed her eyes, loving the feel of his fingers on her head. The tension of the day started to melt away and she finally began to relax a little.

The Doctor rinsed his hands off in the water and selected a soft washcloth. He dipped it into the warm water and placed a dollop of soap on it, rubbing the cloth together to work up a thick lather. He gently scrubbed the back of Donna's neck, sliding the cloth over her shoulders and back.

Donna looked down into the water at where their feet were almost touching. Feeling curious, she placed a hand on his left knee. She felt the cloth on her back pause for just a moment, but the Doctor kept washing her. Donna smirked internally and walked her fingers up to the middle of his bare thigh. She heard the Doctor draw in a sharp breath of air and she suppressed the urge to giggle. She liked that she had that sort of effect on him. Donna slipped her hand behind her to his hip and wiggled her fingers, tickling him, and he chuckled.

The Doctor was glad that Donna was playing with him. She'd come such a long way since those first awkward, hesitant moments. He remembered how scared she'd been when she'd accepted his offer. He reached under the water and grabbed her waggling fingers. “Turn around so I can wash your front.”

Donna laced her fingers with his and flipped around to face him. She knelt on the steps between his knees. The Doctor sat on the step just above her and she shyly kept her eyes on his face, not quite ready to look down. Donna let go of his fingers and placed her hands on his knees to maintain her balance as he brought the cloth down to wash her shoulders and neck. Her breaths were slow and even, causing her breasts to rise and fall in a rhythmic pattern. The Doctor slipped the cloth lower, sliding across her nipples. His eyes dipped down to watch the hand working the cloth across her torso. As he moved the cloth lower to scrub her ribcage, the fingers of his other hand came up and brushed one nipple in lazy circles. Donna's breath caught as the rosy skin puckered in reaction to his touches. “Oh...” she sighed, letting her head fall back. He smiled a little and slipped his fingers through the suds on her chest to repeat his actions on her other nipple.

The Doctor stopped after a moment and picked up her hands from his knees, washing her arms each in turn. He put the washcloth down on the side of the pool for a moment and dipped his hands under the water to encircle her waist. He gently tugged her up, out of the water, and into his lap. Cradling her sideways, he washed each of her strong and shapely legs in turn, starting with her feet.

Donna watched the cloth move higher until it stopped just below the juncture of her thighs. “Donna.” She looked up at the Doctor, who was watching her with an earnest expression. “Trust me?”

She took a deep breath, knowing what he was asking of her. “Always.”

Relief flashed across his face and he placed a quick kiss on her forehead, avoiding the suds. The Doctor pressed lightly on her knee until her right leg splashed down into the water. Donna bit her lip and as the cloth dipped in between her parted thighs. He gently moved the soft fabric in tiny circles over her most intimate area and she let out an involuntary gasp as he brushed against her most sensitive spot. He touched her again and Donna whimpered, her head falling back. The Doctor very much wanted to continue, but she'd started trembling. Remembering how she'd reacted last time, he decided it was probably a better idea to stop.

He stretched out his legs so that she slid off his lap and into water with a small splash. “All done! You can rinse off now.” His torso was half covered in soap and he made a shooing gesture with his hands. “Go on, enjoy that waterfall.”

Donna swam to the waterfall, leaving a trail of dissolving suds behind her. The hot cascading water rinsed the last of the shampoo from her hair and Donna dipped her head, letting the warm water beat against her shoulders and back. She was still shaking from the Doctor's gentle touches. To her surprise, she'd been a little disappointed when he'd stopped and let her go. Donna realized that was a really good sign and that gave her new courage.

She looked over at the Doctor. He was rinsing out the cloth and reaching for another one to wash himself. Donna dove under the water and swam back, popping up in front of him and snatching the cloth from his hands in one fluid motion. He looked startled. “Oi!”

Donna waggled the cloth and laughed. “It's only fair I return the favor, Spaceman.” She scooted up the steps and gave him a playful shove. “Heave over.” The Doctor raised an eyebrow, but was pleased at this sudden show of bravery on Donna's part. He obliged as Donna dropped the washcloth. “Am I allowed to destroy your perfectly awful poofy hair?”

“Destroy away, Donna Noble.”

She plopped a glob of shampoo on his head and scrubbed his head with her nails. He made a happy sound and leaned his head back to grin up at her. She smiled back. Donna finished with his hair and lathered up the washcloth. She knelt behind him and washed his back, running the cloth over his skin. “I still say you're too skinny for your own good.”

He laughed out loud. “You don't seem to mind.”

“No, I don't.” She trailed her fingers through the suds and he closed his eyes, loving her touch. Donna pressed her hands against his back, feeling the powerful muscles underneath. An erotic image flickered into her mind's eye of holding onto that strong back as he took her over and over...Donna shook her head and nearly dropped the cloth. Focus!

She slid the cloth over and washed both of his arms. As she scrubbed his hands, she noticed his long, tapered fingers. She remembered where those fingers had tried to go the last time they were in bed together and she blushed. Donna wondered what it would have felt like if she hadn't stopped the Doctor...oh, but she had something of an idea now, didn't she? After what he'd done with the washcloth only a few minutes ago...

Donna cleared her throat and shifted around to face the Doctor. He looked down at her, just watching her. She washed his face and he smiled as she moved the cloth in big circles over his shoulders and chest and stomach. She took a shaky breath and looked up into his sudsy face. The boyish grin on his face surrounded by fluffy white mounds of soap almost made her laugh out loud, but she smiled back. It was clear that he enjoyed her touches and that made her glad. “You're a little big for me to pull into my lap if you want me to wash your legs, Doctor.”

“Oh! Hang on.” He moved to sit on the topmost step. Donna had somehow managed to avoid looking at his groin but now there it was, clearly on display. The Doctor didn't seem bashful at all. In fact, he was watching her again. The soap covering his body made him look positively ridiculous and Donna held back another laugh as she washed his well-muscled calves and feet with shaking hands. Her eyes peeked at him, curiosity about the Time Lord's anatomy finally getting the better of her. He looked human enough, not that Donna had a lot of experience, but she'd watched enough trashy porno films with Nerys to know what a man looked liked. But hang on...

Confusion filled Donna's mind as she scrubbed the Doctor's knobby knees. The Doctor had clearly been enjoying her touches and everything else. So how come he wasn't showing it visibly? Donna blushed again. She was pretty sure that most blokes at this point would have an erection. Was he not turned on? Didn't he find her attractive? Doubt crept into Donna's heart.

She looked up at the Doctor and he misread the dubious expression on her face. He'd been silently watching her and wondering how she'd react to his nakedness. He'd anticipated shyness and doubt and wasn't surprised at the look on her face. “I can do this part. You don't have to.” He held out his hand for the washcloth. Not thinking, Donna handed it over to him and moved to sit behind him again.

“Doctor?”

“Hmm?” He turned his head to look at her as he washed himself.

“Can I ask you a question?”

“Of course.”

“Don't take this the wrong way or anything, but...I couldn't help but notice that you're not...” She faltered. “Not...aroused.”

He let out a high-pitched giggle before answering. “Ah...no, I'm not. Well,” he added quickly as he rinsed out the washcloth and dropped it to the side, “actually I am, but not in the same way that human males display arousal.”

“Is this some weird quirk of Time Lord physiology you forgot to mention to me?”

“Weird? No! I told you about how Time Lords mate, didn't I?”

“Yes, I remember. Fourteen hours...” Donna paused. She'd quite forgotten about the fourteen hours. She glanced down at the Doctor's groin and swallowed as nervousness suddenly filled her. Donna might not have had much experience, but it seemed to her that the Doctor's flaccid member was bigger than most human men. That meant he must be enormous when he was aroused. Oh my god. Maybe humans and Time Lords aren't compatible after all.

The Doctor didn't seem to notice her silence. “Right, fourteen hours. I suppose it's because of our latent libidos, but that whole part of mating doesn't start until we get an erection and we're able to control that, because once I get one, it doesn't go away for a long time. Donna, I've been fighting becoming aroused for weeks now, because it's not the right time yet.”

“Weeks?” she squeaked. On the one hand, she was really glad he did find her attractive. On the other hand, a brand new fear was growing inside her head, one that involved a lot of pain.

“Oh yes. If you don't mind, this soap is starting to itch.” He pushed away from the steps and dove under the water in one swift motion. He swam to the waterfall and rinsed himself off. Donna watched him, fighting the rising trepidation in her stomach. She brought her knees up and curled her arms protectively around herself as the Doctor finished rinsing and came back to her. The frightened look on her face confused him. She'd been doing so well, even joking with him. What had scared her so much? “Donna? What's wrong, love?”

She shook her head. “I...I don't know how to say it.”

He sat down next to her and reached for a gauzy towel, draping it around her shoulders. “Why don't we dry off and go inside while you think about how to tell me?”

She stood, wrapping the towel around herself. The Doctor picked up another one and tucked it around his waist. They went back inside the cave and the Doctor rummaged around on the shelves until he found a brush. He moved over to the fire. There was a large, furry rug spread out before the fireplace and he knelt down. He patted the floor in front in front of him. “Come sit by the fire.”

She hesitated and then walked over and sat down. He began detangling her hair, running the brush through her damp locks. Having her hair brushed was something that always calmed Donna down. It was something her gran would do when Donna was angry with her parents. Gran would grab the hairbrush and the rampaging ginger lion would become a quiet kitten. Donna's eyes closed and she forgot about her worries for a few minutes as she got lost in the gentle rhythm of the brush sliding through her hair.

When her hair was straight again, the Doctor put the brush down and then snuggled up behind Donna, wrapping his arms around her. He looked into the crackling flames and she sighed and leaned against him. They didn't often get quiet moments like this and the Doctor loved it. Their life was so hectic, always on the go. He was glad he'd thought to set everything aside and focus all his attentions on his beautiful companion for once. He traced his fingers across her collarbone in idle circles. “What are you thinking about, Donna?”

She followed his gaze at the fire. “I'm being dumb.”

“I'm sure you're not. Tell me, please? It's obviously bothering you.”

“Um, I'll try.” She tried to be as delicate as possible. “Are Time Lords bigger than humans?”

“No, not really. I think it was the silly hats that made us seem taller...”

“No,” she cut him off. “I mean...down there.”

“Ah. You mean...” He gestured downward and cleared his throat. “Well, I don't exactly go around comparing myself to human men, but it seems to me that if Time Lords are about the same size as humans, then we're probably comparable down there as well. Why do you ask?”

Donna blushed. “Maybe I'm just being paranoid, but I noticed you're rather well endowed.”

“Oh.” A note of understanding crept into his voice. He moved around her so that he could see her face. The Doctor took her hands and threaded his fingers through hers. “Are you scared that I'm going to hurt you?”

Donna nodded. “Dumb of me, eh?”

“Not at all. Donna, if I am larger than the average human male, it's not by much. It's nothing that your body can't physically handle. You really don't have anything to worry about.” He squeezed her hands. “There are also things I can do beforehand to make our joining easier so that  
there won't be any pain. Everything's going to be fine.”

“Ok, Spaceman.” As awkward as it had been, she was glad they'd cleared the air over her worries.

“That's settled, then. Now, are you hungry? Tired?”

“No. Well, yes I'm tired. But I'd like to stay here by the fire for a while, if you're fine with that.”

“Nothing would make me happier.” He pulled her into his arms and cradled her in his lap. They watched the fire as the night wore on. The Doctor's dual heartbeats against Donna's cheek acted like a lullaby and she eventually nodded off. He carried Donna over to the bed, moving the gauzy white curtains aside. The Doctor tugged the blankets back and laid her down on the soft mattress. He pulled off her damp towel and covered her up before removing his own towel and sliding under the covers with her. In her sleep, Donna rolled onto her side and snuggled up to him. The Doctor wrapped his arms around her and murmured, “Donna Noble, I love you” as his own eyes closed.

Someday, he vowed, he would tell her.


	8. Chapter 8

**Summary for the Chapter:**

> The Doctor addresses Donna's concerns and works on getting her to trust him...

Donna lay on her back on the edge of the pool, her feet dangling in the warm water as she looked up at Mercador's periwinkle sky. One of her favorite parts of traveling with the Doctor was viewing all the various skies of different shades and hues, filled with strange moons and planets and stars. It took her breath away every time they stepped onto a new world and the heavens were different.

She wore a loose gauzy dress that she'd found on the shelves in the cave. Everything on this planet seemed to be made of gauze, but she didn't mind (even if it was a bit inappropriate for the turning seasons). She and the Doctor had washed the dirty clothes that they'd worn to the planet, but neither of them had put them back on. That included their underwear, which Donna had thought was weird, but who was she trying to impress? The frock reminded her of something from ancient Greece. It was sleeveless and tied at the shoulders with a rounded neckline. The dress was a terracotta pink color, with a dark brown ribbon around her waist. It fell to just above her knees, humans being a little taller than Mercadorians.

Her iPod had been in the pocket of her jeans when they'd come and the Doctor had zapped it with his sonic screwdriver so it played without needing an external speaker (she was still trying to figure out how). It now lay near her head. She'd set the playlist to random and the theme song to Chariots of Fire faded out. “Only the Good Die Young” came on and Donna closed her eyes and sang along to the lyrics, splashing her feet in time to the bouncy music.

She heard the Doctor's voice singing along with her a few minutes into the song. She opened her eyes and looked over as he boogied towards her from the cave. “Your mother told you all that I could give you was a reputation! She never cared for me but did she ever say a prayer for me?” Donna busted out laughing at the sight of the barefooted Time Lord doing silly spins and grooving his hips to the music, but she had to admit he was a pretty good dancer.

The Doctor had donned a pair of dark brown gauze drawstring pants that were slightly too big on his skinny frame, even though he had pulled the waist in as tight as the string could go. They were slung low on his hips and he hadn't bothered with a shirt, though there were several on the shelf in the cave. Donna was so used to seeing him in a suit all the time that it was bizarre to see him dressed like he was a hippie at Glastonbury or Burning Man. It didn't help that he hadn't shaved in two days and was sporting some serious stubble.

He reached down and grabbed her hands, pulling her up. “Oi!” Donna protested as he snagged her around the waist and swung her into a dance, leading her around the edge of the pool.

He wiggled his eyebrows at her and kept singing. “Come out! Come out! Come out! Virginia don't let me wait! You Catholic girls start much too late. Sooner or later it comes down to fate. I might as well be the one. You know that only the good die young!” The Doctor spun her once before the song faded out. Donna shut off the iPod and he stopped dancing to catch his breath. “Aw, I love Billy Joel! Do you have “Piano Man” on there?”

“Somewhere, yeah.”

“Brilliant!” He paused and searched his memory. “Oh! I came to tell you that lunch is ready. Um...I may have experimented.”

“Again?” Donna held in a sigh. They'd been in the grotto for nearly two days. By the afternoon of the first day, the Doctor had grown bored and had declared that Mercador's general palate was too bland for him and he'd started to play around with their provisions. It had been a disaster. What he'd called “barbeque sauce” had tasted like burned tires mixed with oranges.

“It's edible this time!” His voice went up a touch in pitch and Donna knew he was still embarrassed over the last meal he'd tried to cook.

“I believe you, Spaceman. Let's have a try.” She headed into the cave. The sink was piled high with dirty dishes and Donna did sigh this time. He'd gotten too used to the TARDIS doing his dishes for him and Donna detested washing up. Oh well, couldn't be helped.

The Doctor scurried in front of her like an eager puppy to pull out her chair for her, which made her smile. She sat down and he brought over something that looked like sloppy joes. Donna raised an eyebrow, but took a bite and found it delicious. “Yum! You nailed it this time, Doctor!”

He beamed and bit into his own sandwich. As they ate their lunch, Donna contemplated their time on the planet so far. The Doctor had brought her to a place intended for honeymooners. There wasn't much to entertain them beyond a few strange games. Not, Donna thought, that there should be much to play with. Except each other. She held in a giggle. The problem was that the Time Lord required constant mental stimulation and Donna knew from experience that bad things often happened if he got too bored. And the Doctor was getting bored. He hadn't said anything to her about taking another step and she knew he was leaving it up to her to decide. I guess I'd better do something before he winds up trying to build an internal combustion engine out of dental floss, two sticks, and his inedible barbeque sauce. Right. Probably time to move forward, even though the prospect still scared her somewhat and she knew she'd drag her feet until he blew up the grotto. Or winter arrived, whichever came first.

Donna moved over to the sink to take care of the washing up after they finished their meal. He'd snagged her iPod and now “Piano Man” blared around the cave. The Doctor lithely waltzed around like a looney as he straightened the bed covers and the shelves, singing aloud. “He says 'Son, can you play me a memory? I'm not really sure how it goes. But it's sad and it's sweet and I knew it complete when I wore a younger man's clothes.'” Donna smiled to herself at those words because they seemed a little too apropos for Time Boy. It was strange seeing him do domestic activities, like tidying up, especially since he detested anything remotely domestic.

The Doctor shut off the iPod right in the middle of “Bohemian Rhapsody” as Donna finished with the dishes. “Let's get out of here! Go for a walk or something.”

Donna draped her dishtowel over the back of a chair. “I knew you were getting bored.”

“Ahm...” He looked off to the side and scratched behind one ear, looking guilty. “Maybe...a bit.” His eyes went round and he added, “But it's not because of you, of course!”

“I know. It is a bit dull here. So...a walk?”

He grinned. “Yeah, we should get out of the grotto and see the forest in the daytime. You might want to bring a shawl, though. It's a bit nippy up there.”

“And you might want to put a shirt on in case we run into any of the folks from the city. No point in scaring the locals with that pale, skinny frame of yours.”

“Oi!”

Donna chuckled as she slipped on her shoes and rummaged around on the shelves for a mocha colored shawl she'd spied the day before. She found the shawl and wrapped it around her shoulders as the Doctor tugged on a loose gauze poet shirt in a light cream shade over his head and pulled on his Chucks. He really did look a reject from Woodstock, but Donna didn't say so. They headed up the stairs and out into the forest.

Donna found the woods less intimidating by day. The trees looked less skeletal and frightening and the fall leaves crunched in a satisfactory way under her feet. The path made of white rocks continued on past the grotto and out into the forest proper. The Doctor slid his fingers into hers as they ambled down the path, each lost in their own thoughts.

As they passed a fallen log covered in green moss, the Doctor said in a soft voice, “There's something we need to talk about, Donna.”

Donna looked at him sideways. “Is that why you wanted to go on this walk, Spaceman?”

He nodded. “Thought it might be easier if we weren't in the grotto.”

“I see.” They walked along together in silence for a moment before Donna asked, “What is it that you wanted to talk about?”

The Doctor scrubbed a hand through his hair and looked rueful. “Well, we haven't talked about the mental component of coming together. I told you about that once, remember?”

Donna frowned. “I remember, but I thought you said humans aren't capable of that.”

His eyes went wide and he shook his head. “What? No! You are. I meant that you're not capable of it with each other, but you can with me.”

“Oh.”

He watched her for a long moment, unable to read her neutral body language. She didn't seem frightened, only thoughtful. “Donna, does that scare you?”

She shook her head. “No, not really. It's just that you've never been inside my head before. Not sure that there's things I want you to see, Doctor.”

He squeezed her hand.“I have been inside your head, actually. Remember the Oodsong? And I won't look into your memories unless you choose to share them with me. It's more...” He searched for the right words. “It's more of an emotional joining. I'll be able to feel what you're feeling, and vice versa.”

“Really?”

“Yep,” he replied. “We'll bond on a level that humans can't, Donna.” He grinned down at her. “You're going to love it.”

“It sounds incredible.”

“Oh, it is.” He took a deep breath, hoping that she would react well to the next part. “There's just one thing, though...”

She let out a short laugh. “I knew there had to be a catch.”

He shrugged. “I don't know if I'd call it a catch. It's only that you're not used to having someone inside your head. It can be a bit disconcerting and I thought maybe it would be a good idea to practice so that it will be easier later on.”

She gave him a suspicious look. “When you say 'disconcerting...'”

He raised his hand in a placating gesture. “No, it won't hurt. All I meant is that telepathic joining can be strange and your instinct is to fight if you're not used to it. We can try when we get back to the grotto, if you'd like.”

It was Donna's turn to give his hand a reassuring squeeze. “If you think we need to practice, then I'm fine with that, Doctor. I trust that you know what you're doing here, because this is completely out of my experience.”

The level of trust that Donna had in him was both incredible and frightening to the Doctor. He tried not to think about what had happened to other people who had trusted him. This was not the time or the place to dwell on the past. To do so would consume him and ruin everything he had built with Donna. He sent a silent prayer to whatever deities might be listening that whenever Donna wound up leaving him, as all his companions eventually did, it would be on happy terms.

His thoughts were interrupted by the sound of Donna suddenly shuffling her feet through the crunchy leaves like a kid, sending them flying. He watched the red, orange, and yellow leaves sail about. “Doctor, there's something else we haven't talked about.”

“Is there?”

She shot him an incredulous look.“Yes, you prawn! Contraception.”

A small smile tugged at the corners of the Doctor's mouth. “Don't need it. I'm fairly positive that I can't impregnate you.”

Donna pulled away and looked up at him, a dubious expression on her face. “What?”

He shrugged. “It's complicated, but suffice it to say that we're not genetically compatible.”

She still looked as if she didn't believe him. “That's not a good enough explanation, Sunshine. I want the facts, the science behind your assertion that you can't stick a Martian bun in my oven.”

“Really?” He stopped to look at her and raised an eyebrow. “You hate when I start babbling about sciencey stuff. Why now?”

“Let's just say that sometimes there's comfort in the cold, hard facts.”

“Well,” he scratched behind one ear. “All right. You know how chromosomes split in conception to form the genetic structure of a new person?”

“Sure, learned that in high school biology. Humans have twenty-three pairs of chromosomes, making forty-six total.”

“Right. And I have twenty-three more than you. Time Lords have sixty-nine chromosomes arranged in three triads of twenty-three each...”

Donna looked confused. “Wait. Triads?”

“Yes. We have triple stranded DNA as opposed to your double.”

“Huh. That's weird.”

A smirk flashed across his face. “No, just different. Time Lords didn't evolve from apes, Donna. And that's kind of my point, actually. It's possible for similar species to interbreed, even if their chromosome numbers are different.”

“Like how mules are sired from a male donkey and a female horse?”

“Exactly!” He sounded pleased that she'd made that connection. “They're closely related, but you and I aren't, despite our similar appearances. Our genetic differences are so vast that our DNA is practically incompatible. There's too many chromosomes to line up right to create a viable child.” He paused, scrunched up his face in thought, then added, “I'm not saying that it couldn't happen. Never underestimate Mother Nature and all that, but the odds are infinitesimally small.”

Donna sighed in relief and a sudden thought struck her. “So...there's never been a human-Time Lord hybrid?”

“Um...”

Donna poked him, suspicious. “Doctor?”

“Well...” He shrugged. “Not...that I know of. There were stories, but the Time Lords avoided...ah...most physical relationships with other species. It was kind of frowned upon.”

“Blimey. A bit xenophobic were the Time Lords?”

“Something like that.”

“But not you?”

A quixotic expression crossed his face and he looked down. “I'm more...open minded. Let's just put it that way.”

Donna decided it was probably better not to ask. “So you've only heard stories?”

“They were just rumors, Donna. Nothing more than folk tales, really. I don't think they were true. I can honestly say that I've never met a hybrid Time Lord, and I'm very old.”

Donna was silent for a long time as they walked together. “So you're sure I won't get pregnant?”

“Yes, I'm sure.”

Donna's took a deep breath. “But what if, on the odd chance, you do knock me up with your weird time babies?”

The Doctor stopped walking, pulled her towards him, and laid his free hand on her tummy.“Then it will be our weird time baby and we'll raise it together. But like I said, the chances are very remote.” He paused. “If it's really bothering you, I know of at least six dozen worlds throughout time and space we can visit right now to obtain contraception.”

Donna didn't like the idea of having to rush off from their cozy grotto on Mercador. The fact that the Doctor wasn't worried gave her some measure of relief. She trusted his experience and shook her head. “No, that's ok. I don't want to leave.”

He tucked an arm around her waist and hugged her. “Neither do I.” The path led in a huge circle and as they rounded the bend, they saw the thermal stream cascading down into the grotto swathed in puffy clouds of steam. “Home again, home again.”

“Jiggety jig,” finished Donna. The wind picked up and there was a chilly edge to it that seemed to slice through her. She tugged the shawl tighter around her shoulders. The cold didn't seem to bother the Doctor, but he frowned when he saw her shivering.

“Let's get back inside to the fire.”

They hurried down the stairs and Donna shut and barred the great wooden door behind them. It was much warmer down in the grotto where the thermal pool naturally heated the area. The Doctor stoked the fire and added an enormous log as Donna stood next to him with her hands held out, soaking in the warmth as she kicked her shoes off. He nodded in satisfaction as the fire crackled and sparked. He pulled off his trainers and wiggled his toes happily in the fur rug before stepping behind Donna and sliding his arms around her waist. She sighed in contentment and leaned back against him. He tucked his head into her shoulder. “Donna?”

“Hmm?”

“Are you afraid of letting me enter your mind?”

She shook her head. “Not really. It's more that I don't know what I'm supposed to do.”

“All I need for you to do is try to relax, Donna. That's all.” He paused. “Are you ready?”

“I guess so.”

“All right. Oh, wait just a tick.” Donna watched as the Doctor moved over to the bed and retrieved several large pillows and one of the gauzy blankets. He arranged the pillows and blanket on the rug in front of the fire, like a sort of nest. Donna smirked in amusement. The Doctor stepped into the center of the pillows and held out his hand, watching her. The firelight played off his angular features, sharpening them and throwing them into sharp contrast. Donna's breath hitched at the intensity of his gaze, the look of a lover. His poet shirt was half-open, revealing just a sliver of his strong chest. His dark eyes and uncharacteristic stubble made him look so different that Donna wondered when the bohemian hippy she'd been hanging around with for the last few days had been replaced with the romantic protagonist out of a nineteenth century gothic novel.

Donna took his hand and stepped into the ring of pillows. The Doctor slipped her shawl off and then sat down on the rug, pulling her down with him. He hugged her tightly and then pressed her back against the pillows, an arm curled around her back. Donna fought back a wave of nervousness as she stretched out, her head on one of the pillows. The Doctor looked down into her eyes and saw the worry. He smiled reassuringly at her. “This will be strange for you, but there won't be any pain.”

She gave him a curt nod. He lay down next to her on his side, facing her, and stroked her forehead. “Close your eyes,” he whispered. Donna obeyed, expecting him to touch her temples, like he did when he shared the Oodsong with her. Instead, he slid one hand under head. The Doctor's eyes slipped closed and she felt a strange nudge on the edge of her mind as his fingers flexed through her hair.

The Doctor leaned in and captured her lips in a gentle, tender kiss as his fingers tightened against her scalp. He slipped into her head and immediately encountered mental resistance. His powerful mind easily could have dominated hers, but he stopped and waited. Donna sensed his power and felt a pang of fear. Her mind pushed back against his with a strength that surprised him, instinctively trying to keep him out. _Donna, don't be frightened,_ she heard his voice whisper inside her head and she started in alarm. Her whole body jerked and the Doctor's other hand moved up to grasp one of hers as a physical reminder of who was inside her mind. He pressed her hand down to the pillow by her head and her fingers clamped down on his. He sensed her struggling against her own mind trying to keep him out, but wanting to let him enter. _I'm not going to hurt you. Take a deep breath and try to relax._

Donna broke off the kiss and gasped for air. She mentally whimpered as she unwillingly shoved against him again, but lacked the ability to keep him out. At the same time, she tried to figure out how to control her instincts and let him him. He sensed panic rising up inside of her as she fluttered about inside her own mind like a butterfly in a jar, fighting herself. _Sssh, Donna! It's only me, the Doctor. Just focus on me, love. I'm right here._ He kissed her again, deeper this time and Donna instantly responded, opening herself up to him and seeking refuge in his familiar presence that surrounded her physically and now mentally. _That's it, there you go!_ He slid further into her mind. Her other arm came up and grabbed onto his back, drawing him towards her. He felt her calming down as she got used to having him inside her head. _Oh, perfect. Just like that. Keep your mind open to me._

_D...Doctor?_

He pulled back from the kiss. _Hello!_

_This. Is. Bizarre._

He chuckled mentally. _What is?_

Talking inside our heads.

“We don't have to,” he said aloud, making her jump for a second. “Most humans don't like mental speech. Takes a while to adjust if you're not used to it, but you're doing brilliant. And I told you it would feel strange. Are you ok, Donna?”

Donna found she preferred the mental speech. It was more intimate than speaking out loud and made her feel more connected to the Doctor. _I...think so. There was a long pause. Can you read my memories?_

_No. Well...yes, I could but I'm not. I'm not here to read your memories, Donna. I'm here to share with you what it will feel like when we bond so you're used to it._

As he talked to her, he searched through her brain. It felt almost like he was mentally tickling her and Donna suppressed a giggle. _Wh...what are you doing, Doctor?_

_Having a look at your gorgeous amygdala._

_Isn't that the queen from those Star Wars movies?_

The Doctor snorted in laughter. _Um, that's Amidala. Your amygdala is your fear center and...oh._ He knew he'd found what he was looking for when he spotted the raging black storm of fear. It could only be one thing. _Blimey. You weren't joshing about being afraid of intimacy. But...I get the feeling it's not as big of a fear as it used to be._

_No, it's not._

_There's more, though..._ He sensed another fear behind the first that was tiny, but persistent. It manifested as a deep scarlet, threading itself into the darker storm. It was her fear of pain. The Doctor took a deep breath, knowing he could help her move past those fears, but it would be strange for her. _Donna, what I'm about to do can help ease some of these fears. It's going to seem a bit weird, though, but I need you trust me._

 _This is already bloody weird, Doctor._ Her arm tightened across his back again and he squeezed her fingers. _What do I have to do?_

 _Just listen and feel._ Colors suddenly filled her mind and she heard an alien lullaby in a language that she didn't know and the TARDIS wouldn't translate. Donna vaguely thought that she should be frightened, but she was entranced with the song. She could mentally see the colors of the melody, soft blues and greens and yellows. The colors swirled and mingled and they smelled and tasted of vanilla and roses and every flavor of ice cream that she'd ever loved. She realized that the colors had texture. They were warm and felt of the softest fleece, surrounding her mind and body. Donna mentally and physically relaxed, entranced by the song. The fear suddenly seemed so far away.

It was a simple trick for the Doctor, replacing a negative feeling with a positive one. He carefully threaded the desire they both had felt growing inside them the past few weeks into the melody and the colors changed from soft pastels to burgundies and purples inside her mind. The sensations became more sensual, smelling of cinnamon and exotic spices, feeling like silky satin and warm velvet. Oh... Donna suddenly knew how much he wanted her and needed her, could feel it everywhere, inside and out. The storm in her mind seem to lift and blow away into nothingness. Their mutual desires made her fears seem so trivial and Donna knew she couldn't let those fears rule her anymore.

The Doctor read her thoughts. _That's something you already knew, my brave Donna. You've never let fear rule you, so why should you let it now? There's nothing to be afraid of anymore._

_I know._

He shifted his focus on the remaining darker scarlet tempest and she whimpered. _Sssh. This is no different than the other fear. It's just smaller and more intense, but you don't want this fear to dominate you, do you?_

_N...no._

He could hear the uncertainty in her voice and kept sending her the sensuous melody. _Donna?_

_Doctor?_

He brushed a feather-soft kiss against her lips. _Will you trust me to show you that you have nothing to fear, that this won't hurt?_

 _Yes._ The Doctor mentally touched a part of her brain that he had avoided before and she let out a soft cry as she suddenly felt a flood of desire, but it wasn't coming from her. It was his desire.

The sensations were overwhelming and Donna felt disoriented as she struggled to balance her own emotions as well as his. _Doctor?_

_It's ok, don't fight it. You're feeling my emotions, Donna. I can feel yours, too. This is the mental bonding I told you about._

Donna was held in thrall as she let his feelings wash over her. Overwhelming desire, concern, the need to please her, and an intense feeling of love. Donna held back tears at the strength of his love for her. _You love me?_

 _You know I do._ He leaned over her and kissed her deeply. Donna let go of his hand and and wrapped her arms around him, drawing him down into the kiss. Crystal tears of joy slipped from her eyes.

The Doctor felt her mutual love for him as well and it took him several moments to collect himself. 

Eyes still closed, the Doctor sought the brown ribbon tied around her waist that gathered the loose dress to her body. He gave it a sharp tug and it came undone. He dropped the ribbon and brought his hand back to run up and down the sides her torso. She took a shuddering breath against his lips. He'd learned by now that meant she was enjoying his touches. He undid the ribbon ties on her shoulders and slowly pulled down the front of her frock, exposing her breasts.

The Doctor made his way down neck to her collarbone, leaving a trail of soft kisses in his wake. Donna slid her hand under his loose shirt and ran her fingers up and down his spine. She felt a surge of pleasure and need come from him, so she kept going. The Doctor let out a sound somewhere in between a purr and a growl deep in his throat and his mouth closed over a nipple. Donna reacted immediately, arching her back and crying out as he lathed attention on her breast.

Donna's hand slipped into the waistband of his loose trousers and gave his bum a firm squeeze, pressing him into her body. He let out a low groan and took a deep breath. She sensed him struggling to keep control. _You...really shouldn't do that, Donna._

_Why not?_

Their eyes opened at the same time and the Doctor gazed down into hers, his hooded brown eyes bright with passion. He raised a single eyebrow and shook his head in warning. _Not unless you want to stay on this floor for the rest of the day and into tomorrow morning, because that's what going to happen if you keep doing that._

Donna colored bright red. _Oh. Right. Sorry about that._

The corner of his mouth tugged up into a small grin. _I guess I'm going to have to keep you distracted before it's too late for me._ She sensed mischievousness flare up in him. _Donna, I told you once that you had only seen a fraction of what these hands could do to you. Now you're about to find out._ She felt his free hand trail down her body all the way down to her bent knees, eyes watching hers the whole time. His fingers grasped the hem of her dress and dragged it back up her body. The Doctor bunched the material in his fist and rested his hand on her bare tummy.

He caressed her stomach and Donna ran her fingers through his hair and was granted a happy squeak from him. She giggled in amusement. The Doctor slid his hand down to her knees again and he teased the skin on the outside and underneath of her knees, tickling her. Donna laughed again. He smiled at her and slipped his hand between her knees. Her laughter stilled. He sensed that she wasn't scared, just nervous. He bent down to give her a reassuring kiss as he moved his hand lower and pressed lightly against her thighs.

Donna hesitated for a moment and her knees parted slightly. The Doctor pushed them a little further apart, tracing small circles on the sensitive skin of her inner thighs with his fingertips, eliciting a slight gasp from Donna. His fingers slowly rested on the most intimate part of her body. He kept his hand very still, letting her get used to the feeling of him there. Donna was shaking very slightly and he was pleased when he sensed it was only from anticipation and curiosity.

The Doctor brushed his fingers over her several times. Donna held her breath as he carefully opened her folds and pressed inside. Moisture greeted his fingers as he explored the secret parts of her body. She gasped again as heat shot through her core when he swirled a finger through the dampness, sliding over her clit. He repeated the motion and began stroking her with feather-light caresses. Something began building inside Donna and her head fell back as she surrendered to the delightful sensations that raced through her body. It wasn't long before the pleasurable feelings peaked and Donna let out a cry of release. The Doctor kissed her deeply, drinking in her cries.

He waited until her heart had stopped racing before he slipped a long finger slowly inside of her. Donna's eyes went wide and he held still, searching for any sign of fear or discomfort, but there wasn't any. He slid his finger out and then pressed back in, adding a second. Donna gasped against his lips and took a shaky breath. He wasn't hurting her, but there was a lot of pressure that she wasn't used to. The Doctor lifted his head and his eyes met hers. He held her gaze as he set up a slow rhythm, withdrawing and sliding his fingers while his thumb slid over her clit in lazy circles. The rhythm was hypnotic and she found herself again getting lost herself in the sensations he created. To her chagrin, her hips pressed up into his hand and his eyes crinkled in amusement when he sensed her embarrassment. _It's ok, Donna. You don't have to hold back._

Donna let out a strangled cry as the Doctor pressed deeper, increasing the speed. A tight coil of pleasure throbbed at her center and she moved against his hand, seeking and wanting something at the same time. She lurched upwards and a passionate wail left her lips as she came. Uncontrollable tears of release spilled down her cheeks and she wept openly as he stilled.

He sat up and gathered her into his arms. Donna buried her face into his shoulder, still trembling from the force of her climax. The Doctor crooned comforting sounds into her ear, rocking her, and rubbed her back soothingly. He'd broken the mental connection with her and wasn't quite sure why she was crying. “Are you all right?”

She nodded into his shoulder, hiccuping through her tears, and not looking at him. “It's just...that was a lot. All the mental stuff, knowing how you feel about me, and what you did just now. That's never happened to me before, I've never let anyone...”

“I know. I sensed as much.” He reached down and lifted her chin. Donna's blue eyes were bright with tears and he brushed them away with his thumb. “I am so sorry that I made you cry.”

She sniffed. “It's not your fault, Doctor. It was just a reaction to everything.”

“Maybe, but I still don't like to see you cry.” He hugged her tighter. “Bit of sensory overload, eh? What you need is a nice, hot cup of tea to calm your nerves. You just stay here and rest a bit.” He settled her down into the nest of pillows, kissed the top of her head, and pulled the blanket over her before getting up and heading into the kitchen.

Donna retied the shoulders of her frock and curled up into a tight ball, squeezed her eyes shut, and tried to process everything that had just happened. She felt like she was on the verge of panicking, but also knew that to do so would be ridiculous. Lots of strange things had happened to her on her travels with the Doctor, but she thought that maybe the fact that he loved her was the strangest of all. And then he'd dissipated her fears by making her face them head-on in the most alien way possible, with his mental bonding while his hands proved to her that he was right it wouldn't hurt. Donna felt so different now and she wasn't quite sure how to handle that.

Behind her, She could hear the Doctor rattling around, filling the kettle. He was singing softly to himself, “Some love is just a lie of the heart. The cold remains of what began with a passionate start. And they may not want it to end, but it will, it's just a question of when. I've lived long enough to have learned, the closer you get to the fire the more you get burned. But that won't happen to us, because it's always been a matter of trust.”

Donna knew that, at least, was true. Everything they'd gone through since they'd embarked on this mission to face her fear of intimacy had always depended on trust. As weird as she felt right now, she knew that the only way she'd be able to take that final step would be to keep on trusting him.


	9. Chapter 9

**Summary for the Chapter:**

> Donna does a lot of thinking and makes a decision...

Donna had trouble sleeping that night. Her mind wouldn't shut up and she tossed and turned in a futile effort to get some rest. Somewhere around midnight, the Doctor cuddled up behind her and quietly asked what was troubling her. Donna answered that she didn't know, she felt wired, and wished she'd thought to bring some sleeping pills on their impromptu trip to Mercador. He speculated it was from adrenaline and brushed his fingers over her forehead, offering to help her sleep. Without really thinking about it, she'd agreed. The last thing she remembered was him whispering, “Sleep now,” then the press of his fingers against her temples and blackness as she fell into unconsciousness.

She awoke early the next morning just as warm, hazy sunlight filtered in through the gauzy curtains surrounding the bed. She rolled over to look at the Doctor and was surprised to find him sound asleep. He only needed around an hour of sleep a day, could go longer if he needed to, and it was rare that she saw him in a state of slumber. The wan sunlight played over his sharp features, softening them and Donna found herself smiling. The Time Lord looked so peaceful when he was asleep, the darkness and rage she'd often seen held at bay. She watched his chest rise in a slow, even rhythm and resisted the urge to lay her head on his chest to listen to his heartbeats for fear of waking him. Instead, she gazed at his face, at the scraggly beginnings of a beard growing below the smattering of pale freckles that covered his cheeks and the bridge of his nose. How on earth had she wound up falling for a skinny streak of nothing? She marveled how someone who seemed so human could be so alien at the same time. He was such an enigma to her.

Her eyes traveled down his body to where the light blankets were gathered just below the Doctor's navel. A narrow line of hair trailed down his tummy and disappeared under the covers. Her fingers itched to follow that trail and Donna could tell that he wasn't wearing anything underneath. She chuckled when she remembered the first night that they'd shared a bed and he'd told her that he normally slept naked. He hadn't worn a stitch at night since they'd come to Mercador and she got the feeling he was happier when he wasn't wearing jammies. Donna sighed, shook herself from her reverie, and slipped out of the bed.

She padded over to the edge of the cave and pushed aide the gauze curtain that covered the entrance. The sunlight played off the soft orange walls of the grotto. The cool air of the early morning caused massive amounts of steam to roll off the pool and Donna had a sudden urge to get into the water. She hadn't had a bath since the day before and she might as well have one while the Doctor slept. She fetched a few hair pins and arranged her hair in a loose bun on top of her head. Donna unfastened the shoulders of her frock and let it fall to the floor of the cave before stepping outside and down into the warm water of the pool.

She quickly washed herself on the steps and then swam to one side where she'd discovered a natural ledge underneath the water a few days before. Donna leaned her head back against the craggy side of the pool, stretching her arms out and paddling her feet lazily. She was really going to miss this place when they had to leave and return to the TARDIS. Her eyes slid back to the entrance of the cave and she wondered if this was the day she should give herself to the Doctor. A small smirk crossed her face thinking the longer she delayed, the longer they'd get to stay in this wonderful place. But, that wasn't really the point of coming here, was it?

Her thoughts turned again to the slumbering Time Lord on the other side of that curtain. She had to admit that she was intimidated with the thought of a prolonged lovemaking session with him and she figured just about anyone would be. She presumed she was going to be very sore at the end. Just the thought made her bring her knees up and she wrapped her arms around herself. Donna shut her eyes and took a deep breath. _It's going to be ok,_ she told herself. _You know he's not going to hurt you. He never has and he never will. And now that you can bond mentally, he can tell if you're in pain. Remember how gentle he was with you yesterday? It didn't hurt at all and he was so careful to make sure that you weren't uncomfortable._ The memory caused her cheeks to flare bright red, but a small smile came to her face.

A darker thought unexpectedly bubbled to the surface and a sharp stab of fear shot through her. Several times he'd warned her not to arouse him and she'd seen him struggling to control his libido. What if she said yes, but then chickened out and changed her mind? Would he be able to stop himself? She recalled his superior strength and mental powers. The Doctor could easily overpower her, both physically and mentally. It was nothing for him to render her unconscious last night, into a state of slumber. She had sensed yesterday that he could have forced his way into her mind, but he hadn't. He'd waited for her to let him in.

Tears sprang to her eyes as anger at herself blazed through her. Donna let out a small sob and wiped her tears away in frustration. She was appalled that she could even think that the Doctor would do something like that to her. _Don't be silly, Donna!_ She let out an exasperated sigh. _This is getting ridiculous. You're letting your darkest fears get the better of you. You're going to keep thinking of a million reasons to scare yourself from taking the last step, so you might as well get it over with._ Donna made her decision then. She was tired of the fear and upset that unhappy thoughts kept coming into her head when there wasn't anything to be afraid of, not really. It was time.

_So how the heck do I tell him?_ Donna settled back against the stone wall to contemplate that question.

Meanwhile, the Doctor had awakened and found himself alone in the bed. He sat up and stretched, gazing around the cottage and finding it empty. His ears picked up a soft splash outside and he smiled. The Doctor slipped out of the bed and padded over to the curtain. He pulled it aside just enough to peer around the edge of the curtain into the early morning light of the dawn. Clouds of steam wafted through the grotto and he could just make out his companion. Donna was curled up in a small ball in the pool and she looked so vulnerable and conflicted that he immediately wanted to go to her and wrap her up in his arms, but he resisted. She was obviously trying to work through some sort of inner turmoil and he knew he needed to give her space.

He contented himself to watch from behind the curtain as she seemed to relax for a moment, but then the look of pure fear that crossed her face made him a take a step forward in alarm. He was on the verge of calling out to her, but then the angry tears she suddenly showed made him pause. He saw her wipe away the tears and take a few deep breaths before she stretched out and tried to relax.

After several minutes, her eyes opened and she looked over at the cave. She spotted him him watching her through the steam. He beamed at her, but she could see the worry in his eyes. Her stomach sank at the thought that he'd seen her fighting herself. “How long have you been standing there?”

She didn't sound angry, just curious. He took a deep breath. “Long enough to figure out that you need a hug.”

“Then you figured right.” She held out her arms and wiggled her fingers. “Come here, Spaceman.”

The Doctor came out from behind the curtain and stepped down into the pool. He kicked off from the steps and glided over to her in a few long strokes. Donna turned to face him and he swam into her outstretched arms, moving to stand in between her knees. The Doctor wrapped his strong arms around her and hugged her tight. Donna locked her arms around his waist, squeezed her eyes shut, and rested her cheek against his chest. “Are you ok, Donna?”

“Yeah.” Before she could stop herself, she whispered, “I think I'm ready now.”

There was a long silence as he pulled back and gazed down at her, his expression serious. “Are you sure?”

She nodded. “I want to do this.”

His eyes grew hooded and he quirked an eyebrow. “Well, then...” A brief smirk flashed across his before he sat down on the ledge next her and tugged her into his lap so that she straddled him. One hand spanned her lower back and pressed her against his body. The other hand came out of the water and lifted her chin. Donna grabbed onto his shoulders and blushed what he thought was a very fetching shade of scarlet. Her breasts crushed up against his chest and before she could think, the Doctor caught up her lips in a deep kiss.

There was something about his kisses that made her head reel and her mind go blank. Maybe it was the way he tasted, the masculine not-quite cinnamon and nutmeg tinged with steel. Whatever it was, it made Donna's insides go gooey and she melted into the kiss. The Doctor's arm tightened around her back as she wrapped her legs around him, locking her ankles.

Donna's fingers teased over the sensitive skin at the nape of his neck and then slid tantalizingly slow down his spine. He felt a distinctive stirring in his nether regions as her hand sunk under the warm water to brush against his bottom. The Doctor broke off the kiss, groaning as he struggled to control himself. “Donna...stop.”

She lifted her head and gave him an incredulous look, but her hands stilled.

“Breakfast!” he gasped. “We really...really ought to have breakfast first.”

“You are kidding me. You want to eat? Now? Are you that hungry? Did I miss something? Do Time Lords have two stomachs as well as two hearts?”

He held back a laugh. “No, only one. I can go without eating for a while, but you can't. And you know that once we get started...well, eating will become second priority.” His hands slid around to the front of her body and brushed over her inner thighs. She sucked in a deep breath as desire raced through her and her hands tightened on his bottom. The Doctor squeaked, pulled back, and gazed into her eyes. He wiggled his eyebrows and his voice dropped an octave. “Believe me, you're going to need the energy for what I'm going to do to you.”

His words had the effect of making her grin in anticipation even as a nervous tingle shot through her. She shifted off his lap and stood. He took several deep breaths before he stood up as well. He'd almost been unable to control his body and he was relieved that Donna was ready to move forward, because it had been getting increasingly difficult to keep himself in check every time. She was that irresistible. Donna took his hand and led him back to the steps. He exited the pool with her and tried to keep his eyes on her face, afraid to look down at her body for fear of getting aroused. The Doctor handed her a towel, which she wrapped around her body. He tucked one around his waist.

Donna glanced up as the bright morning sun disappeared behind a dark cloud and a clap of thunder rolled through the grotto. “Just in time, look's like we're in for a bit of rain.” She stepped inside and he followed her back into the cave.

Donna grabbed a moss green robe and dropped the towel. The Doctor let out a strangled squeak and looked away in haste. As she tied the belt, she gave him a concerned look. “Are you ok, Doctor?”

He nodded, swallowing once and his Adam's apple bobbed. “Just...trying to hold down the fort, so to speak.”

He was surprised to see Donna bust into peals of laughter, even as she blushed again. “Oh, my poor Martian,” she giggled. “You weren't kidding when you said I wasn't making this easy on you, were you? I'm so sorry.” She stepped closer and gave him a peck on his cheek.

“Not your fault, love.” He turned and brushed his lips against hers before pulling back with a frustrated groan. “No! Breakfast, breakfast,” he mumbled. “Eat first, make love later. In that order. Down, Doctor.”

Donna bit back another wave of laughter. She'd never seen her wacky and brilliant Time Lord so hot and bothered and found it very funny. She turned to search through their provisions as the Doctor retrieved a clean pair of soft blue gauze trousers from the shelf and turned his back to her to don them.

She set to making scrambled eggs (they seemed to have very large chickens on this planet). The Doctor stepped away from her to take care of the toast and soon a simple breakfast sat on the table. Neither of them said much as they ate their food. Donna let out a shaky breath as she put down her fork and peeked at the Doctor. He'd already finished and was gazing at her across the table. Donna felt a wave of nervousness as the reality about what they were about to do sunk in.

She pressed her lips together and stood suddenly, gathering up their plates and carrying them to the sink, feeling like she needed something to do. Donna placed the dishes in the sink and gripped the edge with her fingers, squeezing her eyes shut to fight the fear that came roaring back. Outside, thunder suddenly boomed and a flash of lightning lit the cave for a second. _Damn it, no! I've come this far, I told him yes for this very reason, because I'm tired of being scared._

“Donna.”

She straightened at the sound of his voice and held back tears. This was it. There was no going back now. Donna turned her head and looked over her shoulder at the Doctor. He was standing by the entrance of the cave, just finishing tying the waterproof curtains down. A fierce storm had begun to rage outside, but his eyes weren't on the tempest. They were on her.

The Doctor walked towards her and she turned to meet him, angrily shoving back against the fear. _I can do this. I WANT this._ His fingers slipped into hers and he pulled her closer. The hammering of raindrops in the grotto outside echoed the frantic drumming of Donna's heart as he squeezed her hands. Donna looked down at their joined hands and her fingers tightened in his. He pressed a butterfly kiss to her forehead. “I love you.”

A soft sigh escaped her lips. “I know, Doctor. I love you, too.”

He let go of her hands and moved to stand behind her. Confused, Donna turned her head to look at him when he suddenly bent down and scooped her up into her arms. Donna gasped in surprise as he smiled down at her. “And now I'm going to show you just how much I love you, Donna Noble.” His warm brown eyes sparkled down into her blue ones as he carried her towards the bed.


	10. Chapter 10

**Summary for the Chapter:**

> Donna's first time...

The Doctor brushed aside the gauze curtains surrounding the bed and laid Donna down on the soft mattress. He stood next to the bed, brushing a stray lock of hair off her forehead that had escaped her loose bun. Donna was quiet, simply watching him. He read the warring emotions of love and anxiety in her eyes and her expression and it almost broke his hearts that she was still in conflict. With open arms, he knelt down next to her. She sat up and scooted into his embrace and he cuddled her close to his chest. “Nervous?” he whispered.

Donna closed her eyes and nodded.

He kissed the back of her head. “There's no need to rush this. We have all the time in the world.” The Doctor reached into her hair with his long fingers to pull out the hairpins that held her hair up. He threaded his fingers into her hair and stroked her tresses, which tumbled down around her shoulders. Gentle fingers pressed into her scalp, rubbing lightly, before moving down and sinking into the stiff muscles of her shoulders, firmly massaging. Donna let out a happy groan and her head flopped forward like a wet noodle. The Doctor grinned. He loved it when she turned into a puddle of contented Donna goo under his hands. His thumbs slid up to press into the back of her neck. A deep, satisfied sigh left her body. He continued to coax her muscles into relaxing, easing out the tension and the worry she felt.

He leaned in and pressed a kiss on the nape of her neck. Donna's breath caught. The Doctor brushed her hair out of the way and made his way around the side of her neck, laying soft pecks on her sensitive skin as he moved up towards her face. Donna turned her head and he shifted sideways to stretch out on the bed. He drew her down to lie next to him. A hand reached over and cupped her chin as he caught her lips in an unhurried, tender kiss.

Donna thought she was going to melt from how sweet and understanding he was being with her. She knew he didn't want her to be scared and she loved him even more for trying to show her that there was nothing to be afraid of. Donna slid her tongue against his lips, seeking entrance and he opened up for her, his hand coming around to cradle her head in his palm. She relaxed into the kiss, losing herself in the now familiar touch and feel of him. His other hand skimmed lightly down the side of her body, causing delightful sensations to race up her spine.

Outside, the tempest raged, but the sound of rain had always had a calming effect on Donna. The nervousness that she had felt seemed to melt away with every touch of the Doctor's gentle hands on her body. Donna shifted onto her side to face him and wrapped her arm around his back. His hand slid down to grasp her bottom and she slid one leg over his, tangling their feet together. He pulled back from the kiss and looked into her eyes. “I love you so much. Do you know why?”

Donna raised an eyebrow. “Why?”

“Well, besides being brilliant, saucy, gorgeous, and incredibly sexy,” he drawled, “you are so much fun to kiss.” He leaned in and kissed her repeatedly with a resounding, “Mwah!” each time until Donna started giggling. He let out a theatrical sigh. “Except you have a nasty habit of laughing when I kiss you.”

His antics only made her laughed harder. “You've only yourself to blame, Time Boy.”

“Me?” His eyes went wide as he feigned innocence. “I'm innocent!”

Donna rolled her eyes. “Oh, come off it! You are far from innocent!”

He grinned. “Isn't that the truth?” He wrapped his arms around her waist and rolled onto his back. Donna squawked in surprise as she found herself lying on top of him and she scrambled to sit up, winding up straddling him. His eyes lit up and he slid his hands over her hips, squeezing lightly. “Oh, now I like this,” he murmured, his voice rumbling deep in his chest.

Donna's mouth quirked up into a shy grin. “Really?”

The Doctor nodded slowly. His hands skimmed from her knees all the way up her body to brush over breasts through her green robe. “It leaves my hands free to do other things.” He ran his thumbs in slow circles over her nipples. Donna inhaled sharply and looked down to watch his hands. Her nipples hardened into firm peaks under his touches. His fingers slipped into the front of her robe and pulled the collar open, exposing her chest to him. The Doctor settled one hand on her waist and the other cupped one of her breasts. He shifted and sat up a bit, lifting his dark eyes to give her a purely seductive look. A delicious shiver ran through Donna at that expression as his eyes lowered. He leaned in and flicked his tongue over a taut red bud before drawing it into his mouth.

Donna's head fell back at the electric sensations that shot through her. She arched her back, her body rocking slightly against him in reaction. The Doctor groaned against her breast, but continued to suckle her. His hand slid down from her waist to her bottom and pressed, causing her to slide against him again. He released her and flopped onto his back, breathing hard. His hands kneaded and squeezed her bottom, causing a delightful friction against him.

The cave had grown dark with the enormous storm outside blocking out the sunlight. Only the crackling fire illuminated the cave. Lightning flashed, and Donna jolted in surprise as an enormous crack of thunder boomed around them. She wasn't afraid of storms, but the sound echoed and amplifed in their small sanctuary and was unsettling. She looked down at the Doctor to see if he was just as alarmed as her, but his eyes were shut.

As if sensing she was looking at him, the Doctor's eyes opened and Donna was startled to see a touch of the Oncoming Storm in his eyes. This was a look she'd seen before, but never directed at her. Something had changed in her Time Lord. Some part of her recognized it as pure arousal, an overwhelming desire to mate. His gaze bore right into her soul, claiming her. There was absolute resolution in that stare and it both delighted and frightened Donna a little, knowing that he wanted her that badly. She felt something stirring beneath her thigh and the Doctor seemed to check himself. He shook his head and took a very deep breath before moving his hands back up and wrapping his arms around her waist. The Doctor turned over and Donna found herself flipped on her back with the Doctor once again lying next to her.

His eyes swept over her body, which was flushed pink from his attentions to her. “By the stars, you're a beautiful creature,” he murmured in awe. He leaned down to brush his lips over hers. “And you're all mine.”

“Getting a bit possessive, aren't we?” she joked.

“I wouldn't dream of trying to possess you forever. But, for the foreseeable future...” He kissed her again. “You're mine.”

She reached up and grazed her knuckles down the side of his face, her blue eyes sparkling in amusement. “How about an indefinite loan?”

He laughed. “Sounds good to me.” The Doctor ran a hand down her body. “The question is...what am I going to do with you now that I've got you?” He watched the progress of his hand, the tip of his tongue touching the roof of his mouth. Donna sucked in a breath as his fingertips trailed over the sensitive skin of her tummy through the robe.

“I think we both know the answer to...to that.” Donna's voice quavered as his hand stopped a few inches above the juncture of her thighs.

“Nope.” The Doctor's eyes met hers and he smiled sensually. “You have no idea what I'm going to do to you, Donna Noble.”

“That's doesn't seem fair, keeping me in the da...” Donna was cut off when he swept in and captured her lips in one of his bone-melting kisses that made her turn to jelly and forget everything. She still wondered if that was some hidden Time Lord ability. His hands seemed to be everywhere, touching and squeezing her body. When his fingers dipped into the curve of her waist to stroke along her sides, he unintentionally tickled her and Donna bolted upright, laughing. “St...stop!” she chortled.

The Doctor leaned over her, his fingers dodging as her hands batted at him. He darted upwards to attack her armpits. Donna fell onto her back, squealing like a small child, and he wound up partially lying on top of her as he tickled her. She thrashed and wiggled underneath him, hips pressing up into his as her peals of laughter echoed around the cave.

His hands stilled and when Donna stopped giggling, the Doctor sat up and knelt in between her knees. He grabbed her hands and pulled her up with him. Donna's eyes drifted down. She could see the growing bulge in his trousers and she swallowed once. Old fears began to manifest, but she did her best to quell them. The Doctor pressed her hands flat against his chest and she could feel the rapid quadruple beat of his hearts underneath her palms. His hearts were racing, faster than she'd ever felt them beat before. Donna knew it was pure arousal and it too late to back down now.

Donna leaned in and gave him a light kiss, pulling her head back when he tried to deepen it. She gave him a playful, reproving look and murmured, “Oh no, you don't.” He made a sound of protest and tried to claim her lips again. She moved away and shook her head. “It's finally my turn to touch you, Spaceman, now that you don't have to restrain yourself for me.”

The Doctor's hands tightened on hers as desire flashed through his eyes. “Please do.”

Donna pressed him backwards onto the mattress, moving to sit next to him. He let go of her hands and Donna flexed her fingers through the soft hair on his strong chest. She leaned in and kissed him right on his breastbone. Her hands and lips glided over his torso, exploring and laying soft kisses everywhere. The Doctor's eyes fluttered shut and he groaned at the touch of her hands on his body. He'd been dreaming of her touches for weeks now and wasn't able to experience them for fear of losing control of himself. When her fingers brushed over a certain spot at the base of his neck and the top of his spine, a delicious shiver of pleasure raced down his spine. “Oh...Donna...” he moaned.

Donna was fascinated with the effects that her touches had on him. Countless times, she'd been like putty in his hands when he'd touched or kissed her, but now it was the opposite. Donna smirked in satisfaction and repeated the touches against his neck. The Doctor groaned aloud. “Hmm? Did you say something, Time Lord?”

“Oh, Donna. Donna. Donna, don't tease me so.”

“Who said I was teasing?” Her fingertips drifted down the line of hair that lead from his navel and disappeared under the waist of his trousers. Donna ran one fingertip lightly up and down that line and he groaned again.

The Doctor's eyes snapped open and shot straight to hers. “That is most certainly teasing!”

Donna chuckled. “No, that's just touching.” She steeled herself and slipped her fingers down to cup the hardened length of him through the blue gauze fabric of his trousers. _He ain't half large, is he? Your lady bits are tiny compared that._ She batted those thoughts away and tried to put a seductive note in her voice as she murmured, “Now this...this is teasing.” Her fingers stroked him in an almost imperceptible motion, but it was enough to make him press up into her hand and cry out. Donna's eyebrows shot up. She had no idea that he was so sensitive, but she guessed it made sense considering how long he'd been holding back and how infrequently he did this sort of thing.

Her eyes moved back up to his as he settled down, breathing hard. She saw that he was looking at her with those dark, resolute eyes again. That look made her feel a little nervous. _Now you've done it, you goose. You've woken up the not-quite Oncoming Storm. Oh well...too late now. Only way to go is forward, isn't it? I just hope I'll still be able to walk when this is all over._ Her thoughts made her laugh internally. _That's it. Laugh at fear, just like Gramps always told you to do._ Donna took a deep breath and slid the fingers of her other hand just inside the waistband to tease the soft skin on his tummy. “Also, this...this is teasing.”

“Donna.” His voice sounded strangled, but she heard a warning note in it that surprised her. She chose to ignore it, though. _Hell, I've already lit the fire. I might as well get burned._

Her fingers slid down further and her hand closed around him. She was beginning to lose her nerve, but adrenaline and curiosity drove her forward. She tugged at the drawstring and loosed his trousers as her fingers lightly caressed his manhood. The Doctor arched up into her hand as she slid his trousers off him. He kicked them off, then lay still, watching her.

Donna's eyes drifted down to gaze at what her hand was stroking. Blimey. The Doctor had said that he didn't make a habit of comparing himself to human males, but Donna wished that he had. Her lack of experience meant she had no basis for comparison. From a visual perspective, he seemed to be more or less the same as a human. He probably wasn't outrageously huge and despite not knowing much about the size of the average human bloke, Donna would have bet that he was just slightly larger in comparison.

“Are you ok?” The Doctor's voice startled her out of her reverie and she blushed. She'd been staring at him while lost in her thoughts.

She hesitated and then nodded, her fingers brushed along him again. He gasped. “Um...is this ok?”

“Oh yes,” he breathed out. “Though....though....Donna...Donna...you probably shouldn't do that for m...much longer. It's been a long time and...uh...think I might be on a short fuse.”

“What? Oh!” She let go of him and sat back. There was a long, awkward silence between them. It was long enough that Donna started to think about what they were doing. Before, she'd been distracted from those thoughts and wrapped up in the moment. She squeezed her eyes shut as an unexpected wave of fear coursed through her and she pressed her lips together in frustration. _Not now! I was doing so well, too._

The Doctor sat up when he saw her suddenly withdraw into herself and he reached over to stroke her arm. “Donna?” he asked, his voice soft but also weighted with concern. She opened her eyes to look at him and he saw the fear in her eyes. He scooted closer and put his arms around her. “Come here, love. It's all right to be afraid.”

Donna leaned her head against his chest. “No, it's not. I thought I'd moved past this after last night.”

He rested his chin on her head and hugged her tight. “You have, you really have. I think what you're feeling is fear of the unknown, not fear of intimacy. If that had been the case, you wouldn't have touched me like you did just now...and I wouldn't be embracing you while I'm stark naked.”

The Doctor heard her almost inaudible chuckle. “I guess so.”

“We're about to do something you've never done before and it's perfectly natural to be afraid. Do you remember what I told you when we first started on this journey?”

Lightening flashed and she jumped in surprise. His arms tightened around her. “I remember. You said that it wouldn't be scary and that I'd be safe.”

“I meant every word.” He reached up and stroked her cheek. “What's scared you so far?”

She shook her head. “Um...nothing really. The mental stuff last night was kind of weird, but it wasn't scary.”

The Doctor laughed. “I never promised there wouldn't be anything weird.” He rubbed her back in slow circles. “I also told you that it wouldn't hurt. You're untouched and your body isn't used to this. It's normal for there to be some discomfort, but there are things I can do to relax you so that we can prevent pain. Will you help me make that happen? Please?”

She nodded into his chest. The Doctor turned her face up to his and kissed her lightly before gradually deepening it, turning the kiss into one that was guaranteed to make her melt. After a few moments, he shifted and pressed her down into the mattress. His hands danced and stroked over her skin as she lost herself in the kiss. She sensed his fingers trailing lower, down to her hip, where he squeezed once before pulling back and sitting up.

The Doctor scooted down to the end of the bed and knelt at her feet. She watched him pick up one of her feet and he rubbed it sensually before leaning down and kissing every single one of her toes. Donna chuckled as he planted kisses on the top of her foot, her ankle, and her shin. He kissed his way up her body, nipping lightly at her skin as he went. He'd never done that before to her and she found it oddly arousing.

She felt his fingers untie the belt of her robe and he parted the edges to open it, leaving her bare to him. His gaze swept over Donna. Even though she'd gotten used to him seeing her naked, a shy blush crept up her body. The Doctor sat up, pulling her with him to free her of the robe. Donna automatically started to cross her arms over her breasts to conceal herself, but she stopped. The Doctor caught up her hands and squeezed them once, giving her an encouraging smile. He shifted to sit behind her and he put one arm around her waist, pulling her backwards against his chest. “Come here.” Donna rested her head against his shoulder and he swept her hair to one side. He leaned down and pressed a soft kiss on the nape of her neck. The fingers of his free hand slipped down and caressed the underside of her breasts. Donna sucked in a breath as his thumb moved in lazy circles around a nipple and her head fell back some more. The Doctor laid tiny, nibbling kisses along her neck. The hand around her waist trailed slowly down her tummy and thighs, coming to rest on her knees.

He shifted a bit on the bed so that Donna reclined against him. The Doctor's fingers moved over her knees while his other hand continued to tease and play at her breasts. Donna turned her head to ask for a kiss but he only smirked at her before nudging her face back with his chin, denying her request. The stubble on his chin prickled against her cheek, tickling her, and she giggled. His hand slid in between her knees and down towards her thighs, pressing gently so that her legs parted for him as he bent his head to nibble on her earlobe.

His gentle fingers alighted on her center and opened her to him. He touched her lightly, barely at all. Donna turned her head again towards his, seeking a connection with him. The Doctor tucked his chin into the curve of her neck. Dampness met his fingers as he began a slow stroking motion. Donna inhaled sharply and he pressed a quiet kiss against her lips. She quivered under the soft motion of his hand as he patiently coaxed her body into relaxing. There was a rush of moisture after a few minutes and one finger leisurely traced the edge of her opening. He deepened the kiss as he slipped the finger inside her. A wave of pleasure came over her and Donna's legs parted a bit more, giving him more room. The Doctor took his time, withdrawing and pressing into her in an almost frustratingly slow rhythm. When he added a second finger, she let out a whimper. She felt small and tight around him and he pulled back from the kiss, afraid he was causing her pain. “Am I hurting you?”

Donna shook her head. “No.”

Relieved, the Doctor returned to kissing her and continued the rhythm. Donna grabbed blindly for his other hand and he curled his fingers around hers, pressing their joined hands against the center of her chest. Her heart beat at a frantic pace, but the Doctor knew it wasn't from fear. He flexed his fingers apart to stretch out muscles that were unaccustomed to being used. She whimpered again and he moved his mouth to her ear. “Just let go and feel,” he murmured, his voice low and entrancing. “Take a deep breath, let go of the fear. It's all right. I'm not going to hurt you.” Donna obeyed and he felt her body open up to him further.

Overwhelming sensations spiraled through her and her head fell back against his shoulder. His hand tightened on her fingers as he sensed her racing towards release.

The Doctor removed his fingers from her body and shifted to her side in one fluid motion. He settled her back against the mattress and Donna's eyes went wide in bewilderment as her head hit the pillow. The Doctor hovered over her, his brown eyes gazing down into hers and a slow, sensuous smile crept over his face. Donna saw a look of pure hunger and desire in those dark, piercing eyes. The Doctor's gaze dropped to her mouth. He leaned down and captured her lips in an an intense, passionate kiss. Her hands came up to run through his hair and he let out something akin to a purr, much to her amusement.

Donna had no idea how long they stayed like that, lost in the kiss. The Doctor abruptly broke off it off and he planted a softer one on her collarbone and then in the hollow of her throat. Donna's head fell back and she gasped for air as his kisses continued to move southward. He paused only to lavish brief attention on her nipples and she arched her back in response to the waves of electricity that seemed to flow straight to her center. She was so lost in the sensations he was creating that it wasn't until he brushed his lips across her navel and then down her tummy when the warning bells went off in her mind.

Donna raised her head in alarm. He wasn't going to...was he? Her answer came when the Doctor shifted lower, his hands coming down to press her knees further apart. Uneasiness flooded through her and she resisted, pushing back against his hands. The Doctor paused and looked into her worried eyes. He stroked the sensitive skin behind her knees gently, trying to reassure her. “Do you trust me?”

She stopped struggling at his words, warring with the anxiety in her heart and the trust that she had for him. She didn't know why she felt such trepidation, but then realized it was fear of the unknown again. No one had ever tried this with her, but it seemed absurd for her not to trust him now if she'd trusted him before when it came to experiencing the unfamiliar. Donna bit her lip and nodded once, but she couldn't stop herself from trembling when he moved her knees apart and settled down between her thighs.

Her eyes slid shut as she felt his soft breath against her most intimate area. Her fingers gripped the blanket underneath her and she had to wrestle against the urge to close her legs and curl up in a tiny ball. Not that she'd be able to. The Doctor's hands had a firm grip on her to keep her open to him. His thumbs moved in tiny circles on her inner thighs, light caresses that were meant to relax her. _It's ok, Donna, it's ok._ His fingers ever so gently parted her folds. _It's just the Doctor and...oh my god._ She let out a cry of surprise when she felt his tongue slide against her clit. She was still on edge from before and pleasure blossomed in her core and shot through her body. Before she could recover, he did it again and Donna whimpered as another jolt of raw sensation tore through her. Her fingers dug into the blanket again, but not from fear this time.

He feasted at her center as she panted for breath, trying to temper the assault on her senses. Her body had other ideas, though, and she arched off the bed. The Doctor's strong hands tightened, holding her in place, and she had no respite from the relentless actions of his mouth and tongue. Donna surrendered and he felt her body relax underneath him.

The Doctor gave her a brief break as he lifted his head to see the woman he loved sprawled on the bed, her beautiful body flushed red from the passion he created in her. She opened her eyes and looked down at him, blushing at the sight of his brown tousled head in between her thighs. He gave her a wicked half-smile, dipped his head, and glided the blade of his tongue over her.

Donna yelped and her head fell back into the pillow. The Doctor sped up his movements in agonizingly slow increments, but it didn't take long for an ache to build deep within her. Donna shook all over, marveling at the sheer intensity of the emotions he created. She rode the waves of rapture from the sweet pressure that pulsated at her very core. Three of his long fingers slid inside her body, stretching her as he flicked them upward in time to his tongue against her clit. Donna instantly shattered, wailing as her climax tore through her body in an incredibly powerful release.

The Doctor wiped her moisture from his face and sat up. Donna rolled over onto her side, breathing hard, and he snuggled in behind her. He ran a soothing hand up and down her spine and she squeezed her eyes shut. Pressing a kiss to the back of her head, he asked, “Are you all right?”

Donna nodded. “I just need a minute.”

Outside, the storm still raged. The Doctor had heard that the gales on Mercador could last the better part of a day during the rainy season, but he'd never experienced one before. He was glad they'd thought to keep the fire going for it had grown darker and he noticed a definite drop in temperature. A sudden loud crash of thunder shook the cave and Donna jerked as the sound startled her. The Doctor saw her shaking, so he reached over her and folded back the thick blanket in a silent invitation. Donna scooted underneath and he pulled the warm blanket over both of them. He slid an arm around her waist and cuddled her close. “Are you scared of storms?”

Donna turned onto her back and looked up at him. “No, I'm not afraid of storms.” She reached a hand up and traced the angular line of his face with loving fingers. His eyes were so dark that they were almost black, but the light from the fire caused warm brown sparks to flare and dance in their depths as she gazed at him. “Especially not this Storm.”

His eyes grew warmer and the Doctor leaned down and pressed a soft kiss to her cheek. “I love you, Donna Noble.”

“I love you too, Doctor.”

He wiggled his eyebrows and grinned his infectious smile that always made her laugh. “So how about I show you how much I love you?”

Donna pretended to think about his suggestion for a long moment. She mock-shrugged, but couldn't keep the smile off her face. “I suppose. If you insist.”

“Oh, I very much do insist.” The Doctor moved over her, nudging her knees apart with his own. Donna couldn't help but a feel a sudden stab of anxiety shoot through her as the slight weight of the blanket was replaced with his heavier weight as he rested between her legs. Her eyes snapped shut as she felt his manhood settle against her inner thigh. His cool, taut body met the softness of her belly as he rested against her. Donna held her breath and steeled herself as she waited for him to take her, but he didn't. “Donna,” he whispered. She opened her eyes and looked up at him, so close to her face. One hand came up and he brushed his knuckles against her cheekbone. “It's all right. Don't be afraid to tell me if I'm hurting you. I'll be able to tell once our minds are joined, ok?”

She nodded once. The Doctor dropped butterfly kisses on her eyelids as he lined himself up with her opening and pressed forward, sliding just inside her. Donna held her breath again and one arm came up to clutch his back. Her fingers dug into his shoulder blade. “Breathe, love” he whispered.

She took a shaky breath as he paused and then rocked his hips forward as she exhaled. A small cry escaped her lips at the unfamiliar pressure. He seemed enormous to her and she had a momentary thought that this was completely insane, trying to mate with an alien. Her thoughts were interrupted as he withdrew. The pressure eased for a moment before he pushed into her again, deeper this time. Donna buried her head in the crook of his neck as her body tightened up at the sudden intrusion. She gripped his shoulder again, bit her bottom lip, and let out soft whimper. The Doctor lay very still to allow her body to get used to him, but one hand came up to stroke her hair in a comforting gesture. “Donna, ” he murmured. “Breathe, let go, and see yourself opening up to me. Your body will follow your mind.”

The pressure inside her was intense. Donna felt overstretched as her inner muscles struggled to accommodate him, but he had been right when he said it wouldn't hurt. The pressure wasn't painful, just strong. Donna gulped another breath of air and tried to relax, to will her untried body to relent and accept him. She could feel his twin heartbeats pulsating in a strong cadence deep within her. They were a tangible reminder that he wasn't human, which seemed almost funny to Donna because what they were doing was so unbelievably human. The feeling of him inside her was like nothing she'd ever imagined. Bonding with him so intimately caused an unexpected torrent of love to flood through her. Donna's bottom lip trembled and she let out a quiet sob from the intensity of the emotion.

“Donna?” She looked up into the Doctor's concerned eyes as his hand slipped around to the back of her head. “Am I hurting you?”

She shook her head. “No. It's just...” Her voice caught when she couldn't find the words to describe how she felt.

“Let me see.” His eyes closed and his fingers touched her scalp. Donna felt a firm nudge and her mind automatically pushed back. She took another breath and tried to focus on his presence long enough to hold her instincts at bay. It was enough for him for slip inside her mind. The Doctor smiled as he comprehended her emotions. _I understand and I love you, too._

Donna yelped at the feeling of having him both inside her mind and her body, overwhelmed as the Time Lord possessed her completely. The instinct to fight and the instinct to yield surged through her. The rational side of her knew that she didn't need to fight him, but her feet scrabbled against the mattress anyway. She twisted her hips and her body lurched upward, pulling him further inside her, and her muscles protested at the sudden deeper penetration. Donna arched her back as her hymen broke and whimpered as a sharp twinge shot through her, a pain that she realized he also felt because he winced mentally inside her mind.

She felt his arm come down to wrap around her lower back, holding her in place to prevent her from moving. _Oh, Donna. Oh, my love...sssh sssh. Hush. Hush. Be still. Just lie quiet for me._ The Doctor pulled back some and she took a shaky breath as the stinging subsided. He pressed his forehead to hers and the mental song he'd sung her the day before blew through her mind like a healing balm. It had an instant calming effect on her. He slid his hand up and rubbed her back in small, soothing circles. Donna sniffed and lay still, letting the colors and the sensations wash over her. Under the song, she sensed his love and concern for her. _It's a bit much, I know. Just take some deep breaths, it's all over now._ She inhaled slowly and her body finally relaxed a bit around him. The pressure eased off. _That's better! Initiating the mental bond is hard, but you did it._

Donna shook her head. _I can't do it right._

_Nonsense! You're doing brilliant. Like anything else, it will get easier with time and practice. I'm proud of you._

The Doctor felt the love and gratefulness that flooded through her at his words. She hugged him tighter to her as he withdrew and pressed back into her slowly. Donna steeled herself for the pressure, but it had lessened even more and was replaced by an entirely new and incredible sensation that whirled upward from her center. “Oh...” she breathed.

The Doctor smiled a bit, sensing her wonder. He set up a slow rocking rhythm as his free hand slid down to rest under her hips and he guided her in time with his motions. Donna's eyes fluttered shut and she marveled at the feeling of complete unity between them. And she knew he felt it, too. She was his now in both body and mind, as much as he was hers.

She was completely hypnotized by the surges of pleasure that coursed through her with each of his gentle, reverent thrusts. She completely surrendered to him and she grabbed his shoulders, wanting something to hold on to. The Doctor let out a ragged gasp as they moved as one. _Donna...oh my Donna. I've...I've forgotten...it's been so long._

Donna chuckled mentally. _What a pair we make. You've forgotten and I've never known._

There was nothing but passion and love in the kiss that he bestowed upon her mouth. _Then let's make sure we both remember this day, forever._

_I don't think I'll ever forget this._

Her cries into his mouth became soft and fervent as the Doctor tenderly made love to her. He looked down at the woman he loved undulating against him, her red hair fanned on the pillow. It was a sight that he'd seen a million times in his dreams and it had finally come true. He loved the tiny sounds of joy and discovery she made as he claimed her over and over. Time Lords could be impossibly possessive and the Doctor felt a deep sense of satisfaction in his soul knowing that he was the first person to awaken the latent passion in Donna Noble.

His hand came up and slipped under her shoulder blade as he began taking her in longer, measured strokes. Donna whimpered deep in her throat as her hips rose to meet his. His fingers flexed against her scalp, echoing the movements of his body. A sense of urgency began to rise inside of her. Donna curled a leg around his calf and the motion cause her to open up more to him. He entered her deeper and it was enough to bring her closer to the edge. The Doctor sensed her nearing a climax, but he was in no hurry to encourage her along.

He wrapped his arm around her and rolled them both onto their sides, so they were facing each other. The Doctor moved in slow, languid strokes inside her. Donna broke off the kiss and her body writhed in desperation against his. “Doctor,” she breathed, her voice weighted with need. He silenced her with a feather-soft kiss. 

_Just wait, my love._

Donna's nails raked down his back and she pressed into him with obvious restlessness. The Doctor groaned, but resisted her attempts to attain climax with the patience that Time Lords were notorious for. He gazed into her eyes, bringing his hand up to softly stroke her cheek as she panted for breath and her eyes entreated him to take her to completion. She mewled in frustration when he shook his head, but there was a smile on his face.

A sliver of her annoyance crept through his mind, but he waited until Donna's heartbeat evened out and the tension left her frame. Sensing his cue, the Doctor suddenly rolled her onto her back. Donna let out an involuntary wail when he plunged back into her with swift, short strokes deep inside her body. He sensed her climax come roaring back, stronger than ever. Donna wrapped her legs around him and grasped at his upper back. She threw back her head and his fingers gripped her skull as she screamed her release. The Doctor cried out with her as the feeling of her tight muscles rippling around him and the force of her climax blazing through his mind almost broke his control. He clenched his teeth and forced himself to slow down.

Donna let out a shuddering sigh as she spiraled down from the heights of passion. She drifted in a hazy fog of pleasure and her mind idly brushed against his. She perceived an area of his mind that seemed to beckon to her. Curious, she probed lightly and felt a strong yearning coming from him, but caution and a touch of fear at the same time. Donna realized he was holding back on her. She felt his pang of alarm and he mentally nudged her away.

Donna's annoyance returned. _Why are you holding back?_

The Doctor shook his head with vehemence. “Don't want to...to hurt you,” he gasped.

Her face softened at his love and care for her. “My sweet Spaceman, you're not going to hurt me. And even if you do, you'll know immediately. I trust you and I don't want you to hold back.” Donna pressed an open mouth kiss against the sensitive skin right behind his ear, a place she learned always got a response from him. He moaned in vexation and indecision, just as she knew he would. “I've come more times for you then I can count,” she whispered in his ear. Donna ran her hands down his back and clutched his bum with both hands, pulling him sharply down against her. _I want you to come for me._

Her blatant invitation sliced through any lingering restraint he might have had and he yielded to his instincts. He growled at her to tilt her hips, startling her with his ferocious intensity. She barely had time to comply before he reared above her, sending the blanket flying to the end of the bed . The Doctor drove into her with complete abandon. Donna let out a small wail as he penetrated her to the furthest depths of her core, her knees rose higher, heels digging into his back . Her hands slid up to clutch at his shoulders, but he caught up her left hand and pushed it down next to her head. He threaded his fingers through hers and they tightened reflexively in time to his rapid thrusts.

Donna looked up into his eyes as she panted for breath. They had grown almost black from the darkness of the cave, but she still saw sparks of love in them as he took her. Inside their joined minds, she felt his primal urge to mate and it was both familiar and alien to her at the same time. His drive was so powerful, so much more than hers and it would have frightened her if not for the fact that she knew it stemmed from his species' infrequent need to reproduce. He hadn't been kidding when he'd told her that it was more intense than the human biological imperative to mate.

Her thoughts were banished when the Doctor let out a low, guttural moan and sped up his frantic pace. Donna couldn't keep up with him anymore and she simply clung to him as his thoughts echoed in her head. _Fly with me, Donna._

What? She suddenly felt a wave of pleasure cascading through her mind and realized he was getting close to climax. It took her breath away and she knew he;d felt the same when she'd hit her peak earlier. Donna hollered in shock and delight as a stronger wave washed over her. It shot straight to her center and she writhed underneath him as she was instantly pushed over the edge.

The Doctor's head snapped back as he felt her soar through their mental connection and he hollered, his shouts echoing around the cave. He could feel her body rippling and convulsing around him. The Doctor thrust forcefully, crying out again as he spasmed deep within her and joined Donna in her flight.

She felt a strange rush of coolness high inside her and she momentarily squeezed his hand so hard that her knuckles turned white at the sensation. The Doctor thrust again and then lay quiet. The only sounds were their labored breathing as they came back to earth. Donna buried her head in his shoulder and he slid from her mind to wrap both arms around her, feeling the natural urge to hold her.

There was an expression that Donna and the Doctor often shared together on the TARDIS when they'd accomplished something wonderful. It was a look of pure satisfaction and joy at what they'd done. Words didn't need to be expressed, but it was a look that both of them had come to enjoy and cherish seeing on the other's face. The Doctor rolled them both to their sides after a moment to give her some breathing room, staying nestled within her. Donna lifted her head to look at him. She saw the look on his face and knew that it was mirrored in her own.

There was something else in his beaming countenance, though. Donna realized it was pride. For a second, she wondered if it was pure male pride at having scored with a girl, but then she realized that was absurd. The Doctor wasn't like that. No, this was the look he reserved for when he was especially proud of his companions for accomplishing something great or surmounting a difficult challenge. The Doctor was proud of her.

Tears sprang to her eyes and trickled down her cheeks. “My brave, beautiful, brilliant Bella Donna,” he breathed before planting a soft kiss on her forehead and wiping her tears away. He stroked her spine with unhurried fingers, offering gentle reassurances.

Donna closed her eyes, taking solace in his touches. The Doctor snagged the blanket with his foot and pulled it over their joined bodies. Outside, the rain had let up to a quiet drumming and the sound lulled Donna in a light slumber as she lay in the complete and total embrace of her lover.


	11. Chapter 11

**Summary for the Chapter:**

> Some more sexy shenanigans...

Donna awoke from her light slumber and realized with some embarrassment that the Doctor was still nestled deep within in her body. He'd cuddled her closer as she'd slept, tangling his feet with hers. His quiet breath blew across her cheek and she opened her eyes. The Doctor was watching her and she found herself gazing into his warm chocolate brown eyes for a long moment before he brought a hand up and brushed the back of it across her cheek. “Hello, beautiful.”

Donna instantly turned bright red and buried her face in the crook of his neck. She wasn't sure why she felt the sudden urge to hide. Feeling embarrassed now after what they'd done was ridiculous, she knew that, but she couldn't help feeling that way. The sensation of his very naked body pressed against her very naked body was both bewildering and exciting at the same time. She felt him twitch inside her and she let out a soft squeak before sucking in a sharp breath as her body tightened around him. It felt good, but was also a bit uncomfortable.

“Donna?” The Doctor shifted, trying to look at her face, but Donna evaded his attempts by snuggling deeper into his neck. His arms tightened somewhat as he sensed her reticence. “What's the matter?”

“N...nothing. Just...sore,” she mumbled into his shoulder.

“Oh! Oh blimey, Donna, I'm sorry...” he breathed out and rolled her onto her back in an instant before slipping out of her. Donna sucked in a breath at the sharp twinge and resisted the urge to curl up into a tiny ball. The Doctor slid off the bed. “Stay right there, I'll be right back.”

She took another deep breath and let it out, wishing the slight burning sensation in her nether regions would stop. “I'm not going anywhere, Sunshine.”

He didn't miss the tension in her voice, but the Doctor smiled to himself as he padded towards the sink. As he reached for a bowl on the shelf and turned on the hot water tap, he glanced down and caught a glimpse of a small streak of blood on his thigh. Guilt washed over him, even though he knew that shouldn't be unexpected as Donna had been untouched. He scrubbed the streak away with a wet washcloth before filling the bowl with warm water and dropping another clean cloth into it.

The Doctor went back over to the bed and sat down on the edge. Donna was looking away at him, at the shadows of the raindrops as they trailed down the translucent curtain covering the cave's entrance. The soft sound of the rain seemed to have helped calm her nerves. Her knees were drawn up and slightly parted. Silent, he squeezed the cloth to wring out the water and folded it in half before reaching over to press it between her thighs. Donna jerked slightly at the touch of the warm cloth against her skin and looked at him with a mixed expression of shock and amusement. “Doctor, you don't have...”

“Ssh,” he shushed her. “I want to. I've hurt you.”

A small smile played on her lips. “You didn't hurt me.”

The Doctor rinsed the cloth out and noticed a slight tinge of red on the fabric. He frowned and showed her the cloth. “I did. You're bleeding.”

“That's normal. It's not bad at...” she winced when he returned the cloth to her body. “...At all.”

He just raised an eyebrow at her.

She sighed, offering one last token protest. “But I'm all...messy...down there, Spaceman.”

“Mmhm, and I put that mess there. Now, hush and let me work.”

Her nostrils flared in brief annoyance at being silenced, but she'd seen the guilty look on his face and knew he felt bad about causing her pain, even if it had been inevitable. She figured if letting him tend to her helped him to deal with his guilt, then there was no harm in acquiescing. Donna looked up at the ceiling as he cleaned away all evidence of their lovemaking with gentle touches. When he'd finished, he returned the sink with the bowl and cloth. He soaked another cloth in cold water, wrung it out, and took it back over to Donna. She gasped at the touch of the freezing fabric against her body, but it felt good on her tender skin.

The Doctor murmured to her to leave the cloth there before he stepped away to pull a robe on and stoke the fire to ward off the autumn chill that had crept in under the curtain. He rummaged around in the deep pockets of his discarded coat and and pulled out a small plastic bottle. He shook out a few pills and set them with a glass of water by the fire. The Doctor returned to the bed and wrapped a soft woven blanket around Donna. She gave him a confused look, but he just smiled and lifted her into his arms. “Come here, love.”

He walked back over to the fire and settled down into the nest of pillows that were still there from the night before, cradling Donna in his lap. The Doctor offered her the pills and the water, whispering that it was just an anti-inflammatory, like Ibuprofen. Donna swallowed them without protest and the Doctor wrinkled his forehead in surprise. He'd expected some kind of a fight from her or at least a snarky comment, but she wasn't protesting at all. She was quiet, not her usual sassy self. The Doctor felt a brief pang of panic. Was she in so much pain that she couldn't talk? He peered closer at Donna. She'd snuggled deeper into his chest, hiding her face from him under the cover of her hair. The medication should have worked within seconds after she'd taken it. There should have been no more pain, unless he'd damaged her more than he'd thought. “Donna? Are you ok? I mean...down there?” He tried to keep the anxiety out of his voice.

The tangled mess of ginger curls shifted to the side as she raised her head to look up at him. “Of course I am, you prawn!” she retorted. “You didn't break me.” As the relief passed through his eyes, her tone grew softer. “That stuff you gave me really helped as did...um...the other...”

He half-smiled. “Brilliant.”

Donna lay still in his arms, wondering how she was going to make it through the rest of the day. She guessed they still had at least another twelve hours to go and she bit her lip, feeling a touch nervous. She'd made it over the first big hurdle, but she wasn't sure if her body could handle much more based on how sore she had been only moments before. “How long does that stuff last?”

“Hmm?” The Doctor had been watching the fire and the question distracted him. “Oh, at least twenty-four hours.”

She perked up. “Really? So, next time it won't hurt as much? Afterwards, I mean?”

He shook his head. “It shouldn't hurt at all. I anticipated this happening and put that medication into my pocket quite a while back. Thought it might come in handy.”

She touched his cheek with one hand and he beamed down at her. “Thanks, Spaceman.”

The Doctor kissed her once on the forehead. “Anything for you, Earthgirl.”

They stayed by the fire for a while longer, the Doctor holding Donna in his arms and running a lazy hand up and down her spine. She rested her face against his chest, breathing in the familiar but also alien scent of the Time Lord. He smelled of sweat, of her, the woodsy bath soap, and something almost metallic. She heard the quiet beating of his hearts and took solace in their steady rhythm. Donna wasn't sure why she felt so weird now after having taken that final step with the Doctor. Their relationship had moved on to a whole new level and she knew it was going to take time for her to become accustomed to it. His twin hearts beating against her cheek brought back the memory of him pulsing deep inside her and she blushed, feeling a wave of shyness and also love. Donna marveled once again how she could have fallen in love with such a skinny streak of nothing.

She looked up and saw that he was watching her with hooded eyes, patient as a glacier, waiting for her to decide when to continue on with that day's expected activities. Donna bit back a laugh at that thought. She could feel the warm length of him against her blanket covered bottom and decided she shouldn't keep him waiting. Part of her was still frightened that his magic medication wouldn't work and she'd be in agony afterward, but she shoved that fear aside and planted a light kiss right on his breastbone.

The Doctor's breath hitched and she wiggled out of his lap to kneel in front of him. She pulled the blanket tighter around herself, a mixture of lingering bashfulness and necessity. It was a bit chilly in the room, even in front of the fire. The Doctor rubbed a thumb along her cheekbone before pulling her closer for a deep kiss. Donna's knees touched his and his strong hands seemed to be everywhere. She made a slight sound of protest when he tugged the blanket off her body. Donna blushed even deeper as he broke off the kiss to gaze at her. The hungry look in his eyes was almost her undoing and she felt an unexpected stab of desire shoot straight to her center.

“I like when you blush.” His voice had gone deep and husky, what she thought of as his lover's voice.

“Why...why is that?”

A slow smile crept across his angular face. “Because it means that you're red everywhere.” His fingers reached up and stroked through her red tresses. “Here.” He planted a sensual kiss on her lips. “Here.” The Doctor caressed his way down her body so that he cupped her breasts and leaned in to flick his tongue over the taut red buds. “Here...and here.” Donna almost melted as his palms flattened and skimmed down her rounded tummy. His fingers disappeared into the thatch of curls at the juncture of her thighs. He leaned in close to her face and his breath ghosted across her ear as he whispered, “And here, of course.”

Gentle fingers touched, parted, and stroked her. Donna's head fall back with a small cry as pleasure whizzed through every synapse of her body. She'd guessed that he'd be a good lover, not that she had much to compare him to. She hadn't counted on him being so amazing, especially for someone who claimed that he had sex only every few decades, if not longer. Then again, the man was over nine hundred years old. He'd had centuries to perfect his skills in the bedroom, especially with that mouth of his. Donna giggled to herself. _Maybe there is some truth to what they say about sleeping with an older man. Wonder if I could try teaching him something new?_

Donna had an inspired thought and she placed trembling palms on the Doctor's chest. He only had time to raise an inquiring eyebrow at her before she gave him a light shove. He fell onto his back, head landing on one of the pillows and his eyes went wide when she scrambled over his body and straddled his narrow hips. Donna hesitated as if unsure, then untied his robe and yanked it open. She rose up to slowly guide him inside her waiting body. She sent him what she hoped was a seductive grin. “Can't let you have all the fun, mister.”

His eyes went wide in surprise before they fluttered shut and his fingers skimmed up her thighs to settle on her waist as he let out a soft moan. She whimpered at the feeling of him stretching out tight muscles that were unaccustomed to being used. Her hands splayed on his chest, seeking balance as she finally settled down with him sheathed inside her. Donna let out a shaky breath, feeling both overwhelmed and exhilarated at the same time. The Doctor squeezed her waist as he looked up her, eyes shining in the firelight. “Am I hurting you?”

“Nope.”

She flexed her muscles around him and he groaned, gripping her waist in response and pressed up into her. “Donna...”

“Hmm?” She was delighted with this new found discovery. Feeling playful, Donna wiggled against him and he let out a strangled gasp, thrusting again. She giggled, feeling like the cat who had gotten into the cream at the effects she was having on his body. He was veritable putty in her hands. Donna lifted her hips and pressed back down, feeling a little awkward in the unfamiliar position. She hesitated and his hands shifted to her hips and pulled her into a steady rhythm. Instinct took over as she rocked against him, losing herself in the hypnotic dance their bodies created together. Donna ran her nails through the crinkly hair on his chest. The Doctor slid one hand up her ribcage to lightly squeeze her breasts, brushing his thumb in small circles over her sensitive nipples.

Donna panted for breath, her head falling back as she looked up at the shadows of their joined bodies, illuminated by the flickering firelight as it played against the wall. Their shades mesmerized her. It was hard to believe that was her body she saw, her shape undulating above the Doctor's as he moved below her. Donna raised her arms, watching her shadow mimic her movements as she slid her fingers through her fiery red hair and arched her back, pulling him deeper inside her.

“You're breathtaking...you look like a goddess,” the Doctor whispered and she flushed. No one had ever compared her to a deity before. His hands gripped her waist again to steady her. “Venus herself would pale in comparison.” He suddenly thrust hard and pulled her down towards him, rasping out, “You're my Venus.” She cried out as pleasure began spiking through her. The Doctor thrust again, “My Donna.” He repeated the mantra, taking her over and over until Donna fell apart, her muscles spasming around him and he groaned, releasing himself high inside her.

Donna's spine seemed to turn to jelly and she flopped forward onto his broad chest. The Doctor wrapped his arms tight around her and rolled them both to one side. She waited until she'd caught her breath and then gasped, “Goddess?”

“Yep,” he replied, popping the 'p' as he sometimes did. “And I think I just worshiped at your altar.”

Donna busted into giggles and whacked him on the back. “Oi! Don't be crude!”

He grinned at her as his eyes softened. “I meant what I said, Donna. Every word.”

Words of denial rose to the tip of her tongue, but she swallowed them back. She knew he didn't like when she put herself down, so she chose not to say anything. Instead, Donna let her head fall sideways onto the pillow. Her stomach rumbled and the Doctor pulled back to look at her. “Already? It's only been a few hours.”

“What can I say, Doctor? You've made me burn up a lot of energy.”

“Well, I can't have you wilting away. Must keep your strength up and all that.” He slipped away from her and tugged his robe closed. “One snack coming up.” The Doctor hopped to his feet and padded into the kitchenette. “Did you notice those flat wooden boxes on the bottom shelf?”

Donna sat up and tugged the blanket back around her. “I saw them, but I didn't look inside.”

He turned his head and wiggled his eyebrows as he reached for a container of crackers. “Oh, you should.”

She rolled to her feet and went over to the shelves. Four boxes the size and shape of cigar boxes sat on the shelf and she picked one up. Opening it, she discovered thirty wrapped squares of...she sniffed. A faint and familiar scent wafted towards her nose. “Chocolate?”

“Something very much like it,” he replied. “It's a substance that naturally boosts endorphins. Not dangerous or anything, but quite tasty. Try one.”

Donna gave him a skeptical look, but unwrapped one of the squares and nibbled at the corner. Her face lit up in surprise and the Doctor chuckled at her reaction. “Oh...that's delicious!” She took a bigger bite and her eyes slid closed in pleasure. She didn't sense the Doctor coming over to her and she started in shock when his mouth covered hers and sampled the flavor.

He pulled back after a long moment. “Mmm...I agree. Delicious. And so's the chocolate.”

________________________________________________________________________

Two snacks, one lunch, and four trysts later, Donna lay on her stomach on the rug in front of the fire, lazily combing her fingers through the strange dark brown fur of whatever animal it had come from. The Doctor had his head on her back and stared at the rocky rust-colored ceiling of the cave, lost in thought. Donna turned her head to look at him. His hands were folded on his chest and one long leg was crossed over the other at his knee. Donna had seen him in that relaxed, contemplative posture before, but never while he was completely naked and aroused. She smirked a little. “Doctor?”

He turned his head to look at her. “Hmm?”

“I'm curious. What's your favorite position?”

A slow grin crept up his face. “Out of the ones we've tried or the ones we haven't...yet?”

She giggled. “Both. In fact, instead of answering, why don't you just show me?”

The Doctor raised both eyebrows. “What have I turned you into, Miss Noble? You're getting quite saucy, you know.”

Donna snorted. “Do you have a problem with that?”

He chuckled deep in his throat and sat up. “Not at all. I like saucy.” The Doctor surveyed the floor and shook his head. “This won't do. Too hard.” He stood in a quick flourish and held out his hand. “Up you get.”

She gave him her hand and he pulled her up before leading her over to the bed. The Doctor hesitated once they were there, though. “Spaceman?” Donna touched his face. “Is something wrong?”

His eyes shut briefly at her caress. “Not exactly, no. It's just that most Gallifreyans enjoy this position, but I'm not sure if you will.”

Donna shot him a skeptical look. “Wait...you're not asking to go in via the back door, are you?! 'Cause I don't wanna do that.”

The shocked look on her face made him almost bust into laughter. “No! No, of course not.” Donna looked relieved and he floundered on. “I'm worried that the small differences in our anatomy might make this uncomfortable for you. See...um...Gallifreyan women are built just a bit longer than humans.”

“Oh.” Understanding dawned on Donna's face. “So, you'd be really deep inside of me?”

“Yes.”

“But you've done that before and it's been ok.”

“Not this deep. I could hurt you if I'm not careful.”

Donna pressed her lips together. “Will you be in my head again? You haven't done that every time and I like it when you do, even though it's a bit of a struggle at first.”

The Doctor kissed her forehead. “Definitely this time. It's necessary.”

“Then that's ok, because you'll know if you're hurting me. I trust you, Doctor. You know I do.”

Again, the level of trust she had in him was awe-inspiring. She'd come a long way from when she'd gone scurrying off the sofa in the Library in fright at just the suggestion of them becoming intimate.

Donna could tell there was something else bothering him, though. “What is it, Doctor?” Her voice was soft and quiet.

He straightened and sat on the bed. “There's also...” he swallowed once. “It's cultural. It's not just that it's highly pleasurable, but that it's reserved only for...for spouses.” He scratched his neck, looking sheepish.

He expected Donna to be shocked, but she only shrugged. “So besides the slight anatomical differences and the fact that I'm not your wife, what's keeping us from trying?”

“Um...nothing, I suppose. I just haven't done this position in centuries.”

“Well, there's no time like the present to break that dry streak. Get going, Timeboy!” Donna smirked and slapped him on the rump. He squeaked and jumped before chuckling.

“All right.” However, he didn't move and Donna was surprised to see a deep red blush creeping up his face. She'd rarely seen him so embarrassed that he turned red, especially after what they'd been doing.

“Are you ok?”

He jerked slightly and rubbed his nose. “Um...yes. It's just come back to me how significant this position was to my people. It's...it's part of the marriage rite, you see. Something we did on our wedding night.”

“And the last time you did this was with your wife?” He nodded once, his expression unreadable, and Donna grasped his hand. “Oh, Doctor. Doctor, we don't have to. This was special, just for you and her.”

He shook his head in slight irritation. “That's just it, Donna. She's long dead now and my people are gone. I have no hope of ever marrying a Gallifreyan woman again and the position really has no meaning anymore.”

“But it still holds that connotation of marriage for you, Doctor. We can't, it's not right.”

The Doctor brought his hand up and cupped her chin, kissing her once. “It is right. You're the closest...” he trailed off and took a deep breath.

Donna looked at him in confusion. “Closest...?” she prompted.

He kissed her again. “...Closest I've had to a wife in recent years. Centuries, even.”

Inside, Donna was rocked to her foundation, but she didn't show it. “Maybe that's why everyone always mistakes us for a couple,” she joked. “And I did wind up on your TARDIS in a wedding dress, yeah? I suppose that could be taken as a sign.”

The Doctor wasn't laughing, just watching her. “And I think there's no one else I'd rather do this with.”

Donna's eyes misted over. “Come here, Spaceman.” She pulled him into her arms and kissed him deeply and for once, it was her kisses that made him melt. After several long minutes, she pulled back. “Oi...does this mean we're going to be hitched if we do this?”

Small laugh lines appeared around the Doctor's eyes as he grinned at her. “Maybe...half married under Gallifreyan law, which doesn't exist anymore. Sex outside of marriage wasn't uncommon, but this position was strictly reserved for the wedded. If caught, it was assumed there'd be a wedding ceremony taking place very shortly.”

“Blimey. Good thing the Time Lord Sex Police can't come knocking on the door to arrest us and haul us off to the church!”

“Time Lord Sex...oh, for the love of...” he groaned and picked her up bodily to dump her unceremoniously onto the bed. “I'll show you something arresting, Donna Noble.”

“Do I have the right to remain silent?” she giggled.

He wiggled his eyebrows at her as he reached out to maneuver her onto her back. “Oh, I don't think you're going to be able to remain silent.”

“Good, because I don't want to.”

The Doctor ran his fingers lightly up and down her sides. “If we're going to do this, then we're going to do it properly and that means no rushing.”

“Was that part of the marriage rite?”

He nodded. “The husband takes his time to touch his wife all over her body with reverence, to show her honor as his chosen bearer of their future children. There's some chanting, but I don't have to do that part. You wouldn't understand what I'm saying, anyway.”

Donna knew the TARDIS wouldn't translate Gallifreyan. “I don't mind. It sounds lovely. Doctor, you do whatever feels right to you. I'll just follow along.”

“All right. Close your eyes.” Donna obeyed and she felt the mattress dip as he knelt down next to her and began stroking her hair with gentle, unhurried touches. A moment later, he began murmuring in a language that Donna thought sounded like the song he'd sung her the prior night and she'd heard earlier, the first time he'd taken her and she'd been in pain. It was a beautiful language, full of soft syllables and tonal intonations that reminded her vaguely of a mix of Japanese and Welsh.

His touches drifted down her face, tracing the outline of her cheekbones and running over the delicate shell of her ears. The thought struck her that she was hearing a long dead language, probably something that the Doctor never spoke anymore. In fact, she'd never heard him speak anything but English. She felt privileged to hear his native tongue and held back the tears. It was probably her imagination, but Donna thought she was beginning to understand some of what he was saying as his fingers drifted lower, across her collarbone. There wasn't a direct translation, it was more feelings. Donna somehow comprehended he was telling her that he was grateful and humbled by her love. _TARDIS, is that you?_ she asked mentally. There was no answer from the ship, not that she'd ever answered Donna before. She had no explanation why she could get the gist of the meaning of the Doctor's words. His fingers grazed over her breasts and he took the time to stroke and caress her until she was gasping under his touches.

His hands drifted lower and she felt him press his hands flat over her belly, rubbing his thumbs in small circles, and the inflection in his voice changed, becoming more reverent. Donna got a feeling that his words meant something about growth, of creating life together, and she held back a retort. _You're not sticking a Gallifreyan pea into my pod, mister._ Her thoughts were cut off when his words ceased and he pressed an open mouthed kiss below her navel, licking and sucking lightly at her flesh. She gasped and arched her back. The Doctor placed another kiss just above the thatch of ginger curls at her thighs before he resumed touching her, gliding his hands over her hips.

Donna was practically shaking and she didn't know why. The Doctor's alien words were like a spell over her. She felt herself relaxing more and more under his touches as he made his way down to her knees and feet. He slid back up her body, the tone in his voice becoming deeper. He slipped his hands under her shoulders and hips, encouraging her to roll over. Donna did so in a languid daze, her body gone completely slack and boneless. The Doctor's fingers began inscribing swirling, alien symbols into her back as he chanted softly. She felt like she should be weirded out, but found his actions oddly erotic. She comprehended that something was about to happen. All of this was leading up to a...merging? The Doctor learned down over her and whispered something in her ear. It was a question. She wasn't quite sure what he was asking her, but she sensed something about acceptance. Accepting him? As his mate?

“I already have, you prawn” she whispered back, not wanting to break the spell by speaking loudly.

His eyes went wide in shock. “Donna, how did you...?”

She shook her head. “Stop gawking at me and continue, ok? You can ask questions later.”

The Doctor wrinkled his forehead in consternation, but then leaned down and kissed the nape of her neck. Donna gasped a bit. She sensed him kneeling between her legs, nudging her knees apart, and then leaning down to cover her body as one hand lifted her hips slightly. His other hand threaded into her hair and he touched her mind with his. The Doctor murmured something in his native tongue and Donna wasn't sure whether it was a command or a request. She unthinkingly obeyed, opening her mind and her body to him without resistance.

He slid deep, deep inside her as he plunged into her mind, further than he'd ever been before. She mewled in response at the sweet pressure and automatically raised her hips to allow him to press further into her. Donna panted at the feeling of his weight on top of her and his presence inside her head. He almost had her pinned her down to the bed and she had allowed him complete domination over her. Donna knew that was something a lot of women wouldn't have liked. She remembered that he'd been worried she wouldn't enjoy it, but Donna found that she did. This was far more intimate than anything they'd done so far.

The Doctor's spell continue to work its magic and he held her in thrall as he began tightening the muscles of his bottom to rub a slow, tantalizing rhythm inside her. Donna gasped and lifted her head. His fingers against her scalp tightened and he murmured soothing Gallifreyan words into ear. Tears formed in her eyes from the sensations that poured through her body and crashed through their joined minds. It was more than just feeling his love for her, there was something new this time, different, as he joined with his mate. That was it...she wasn't just his mate or his lover. He whispered a word and she understood it with perfect clarity: she was all of those things and more, his partner, his life.

He stayed deep inside her. Each firm thrust rocked her to her very core and her body seemed to sing in response. He rested his forehead against her skull and a strong sense of disorientation cascaded through her brain. The Doctor threaded his long arms underneath her shoulders and joined their hands, entwining their fingers so they were as close as physically possible. His strengthened presence both inside her body and her mind caused Donna to reel and she trembled beneath him. “Oh, god...” she breathed, struggling to keep up with the strange mental and physical sensations that threatened to consume her. This was beyond her ken, something she knew that humans were not meant to experience. What was Donna seemed to have left her body, joining her soul with his. There was no more Donna. It was just her and the Doctor, the two become one being. This must have been what he'd meant by merging.

Time seemed to be measured not in seconds or minutes, but in two heartbeats that beat a perfect staccato rhythm. Donna couldn't even sense her own heartbeat anymore; it was gone, melded and lost within the Doctor's twin hearts. There was nothing but the sensation of hearts beating and the constant surging pleasure that coursed from their joined centers. Donna was overwhelmed and a tiny bit dismayed as she rooted around inside her own mind. _I've lost myself!_

_No, you haven't. You're here, with me._ He hooked his feet around her legs, opening her even more, and increased the speed. Donna rolled her head back, wailing half in fear and half in wonder. _Don't be frightened. We're all right. Focus on this feeling._ The Doctor penetrated the depths of her body as he retreated from the far reaches of her mind enough so that she could sense herself again. He guided her awareness back to the physical sensations. He'd sensed her disorientation and knew she had become afraid of losing herself in the strange mental merging that had been deeper and stronger than all their past joinings. Perhaps overcoming that was something they could work on together and the Doctor felt excited and pleased at the prospect.

Donna was relieved to find herself back in her body, but was stunned by the incredible feelings that soared up her spine from her core. She was already at the beginning of a strong climax and she wailed as the Doctor's movements became more insistent and sharp. She fisted her fingers into the sheets as he suddenly took her in a hard, sustained thrust. A keening whimper escaped her when her body seemed to open like a new blossom to him. The Doctor plunged into her one last powerful time, his back arching, as his Time Lord instincts took over and he pushed back into her mind. Their consciousnesses merged once again and he moaned long and low through his release, his warm essence filling her waiting womb. Donna let out a ragged cry at the feeling of complete union with the Doctor to the point where she wasn't sure where she started and he ended, but she sensed him pulsing inside her in time to her own heartbeat. He stayed buried within her, unwilling to move as her inner muscles fluttered around him and he marveled at their shared cadence. _Doctor..._ Donna was unable to form any other words that did justice to the multitude of emotions that were crashing through their shared mental bond. The largest one, though, was love and it surrounded them completely. Donna knew it didn't need to be voiced.

Several long moments later, Donna turned her head to the side and the Doctor bent down to capture her lips in a lingering kiss. He slipped from her and Donna was boneless beneath him. She made a sound of discomfort at the full weight of his body on her, breaking off the kiss and muttered, “Oi! Gerrof! Can't breathe!” The Doctor laughed, wrapped his arms around her, and rolled to the side so that he spooned her from behind. She let out a low, ragged breath, and tried to calm her racing heart. “I think I understand why it's your favorite, Spaceman,” she whispered. “That was...way more than we've ever experienced together.” She heard him snort in laughter and he buried his head into the crook of her neck. His uneven breaths tickled her ear.

“Are you ok?” He knew she was, but asked nonetheless.

“Yeah.”

He sensed her hesitation and stroked her side, making a soft noise of query. “Hmm?”

“It's just...” she faltered, not knowing how to ask. “That's...that's how your people liked it best?”

The Doctor smiled. “Well...I can't speak for all Gallifreyans, but it was pretty popular among the bonded. In that position, the parietal lobe of the partner in the inferior position is accessible to the frontal lobe of the partner in the superior position and that's what causes the intense telepathic bonding that we experienced...mostly.”

Donna rolled her eyes. “We need to work on your bedroom talk, Doctor. Only you could sound like a college professor after having sex. What you mean is that instead of using their hands, Gallifreyans are connect with their brains when they're bumping and grinding and it's mind-blowing.”

“Well...yes.” He sniffed in disdain. “If you want to be crass about it.”

“Give me crass over clinical any old day.”

“I'll keep that in mind.”

There was a pause and Donna asked, “That deeper bonding...is that why it's reserved only for married couples?”

“Ehm...” the Doctor squirmed a bit. “Yes, mostly.”

Donna turned onto her back and caught the chagrined look on his face. She quirked an eyebrow. “Doctor?”

“Again, it's cultural. My people believed that position was ideal for conception. So, intensive bonding plus a great way to inseminate the female...and there you are. Married couples only.”

Donna's eyes grew round in surprise and he expected her to be angry, but she just smirked at him. “So that's how come you were all touchy feely and paying extra attention to my stomach earlier?”

“Um, yes. That was part of the bonding ritual. I could have skipped that part.”

Donna reached up and pulled his head down to hers. “I'm glad you didn't. I liked it.” She kissed him once. “I have to admit that's one hell of a way to conceive children. If I could, I'd bear you many weird time babies if you promised to do that as much as possible.”

His brown eyes grew warm with love as he gazed down at her and stroked her cheek with the back of one hand. “Weird time babies are not required. We can do that as often as you wish.”

“Oh good, because I plan to...just as soon as you give me a breather.” She cuddled in closer to him and her eyes slid shut. Donna felt exhausted after their latest intense romp. The light outside was beginning to fade and dusk was approaching. She knew they had several more hours to go and while her spirit was willing, her flesh was crying for some rest.

The Doctor seemed to sense her weariness. He pulled the discarded blanket over her and stroked her hair as she snuggled down into the pillow. “No rush,” he murmured. His thoughts turned to what had happened earlier when Donna had seemed to comprehend his words. She shouldn't have been able to at all and he couldn't fathom why. “Donna?”

“Hmm?” she mumbled.

“I'd like to tell you a story.”

Donna opened one eye and looked up at him. “I'm trying to get some shut-eye and you want to tell me a story?”

“Humor me, please?”

She shrugged. “Whatever, you weirdo. Did Hans Christian Anderson have the overwhelming urge to tell stories just after having sex?”

The Doctor gave her foot a playful shove. “Don't know. Tell you what, though...let's visit him on our next trip and you can ask him.”

Donna whacked his shoulder. “Not on your life!”

“Oi!”

She grinned at him and shut her eyes again. “Go on, Spaceman. Tell me your bedtime story. Can't guarantee I'll stay awake, though.”

“Ok.” Speaking in Gallifreyan again, the Doctor launched into a folk legend of his home planet. Donna raised an eyebrow in confusion, but didn't say anything. This particular story was quite sad and tragic. He watched Donna's face as the gentle intonations and cadences of his native language rolled off his tongue. When he came to a part where several characters died, he saw her frown. A single tear formed in the corner of her closed eyelid and he stopped. “Do you understand what I'm saying?” he asked in English as he brushed the tear away.

Donna shook her head. “No, just that it's sad. That's not a happy story.”

“You're right, it's not. You're picking up on the emotions?”

Donna shrugged. “I guess. I think I understand the intention or the meaning of your words, like when you watch a foreign program on telly and you have no clue what the actors are saying, but you can figure out their feelings based on their inflections.” She opened her eyes again and he could see the sleepiness in their depths. “Should I be able to do that?”

He shook his head. “No. I don't understand why you can even comprehend that small amount. Perhaps you're a low level telepath or...” he blew out a frustrated breath, “...oh, any number of reasons really. Do you have a gift for languages?”

“No.” Donna eyed him. “You're not going to let me rest until you figure this out, are you?”

The Doctor flashed her a smile before answering, “I'll be a good boy and reign in my curiosity, but believe me...I'm going to figure this out, Donna Noble.”

“You do that, Doctor. In the mean time, if you want to get in any more shagging action before your little friend there decides to finally go to sleep, then you'd best let me get a little sleep.”

“Oi! It's hardly little!”

“'Course it's not. It's just bigger on the inside,” she giggled before shutting her eyes.


	12. Chapter 12

**Summary for the Chapter:**

> The Doctor contemplates and they decided to go off to a spa...

The Doctor woke up and stretched his lithe body like a languid cat after a long nap in the sunshine. The light from the dying fire cast dim shadows around the room and across his body where he lay relaxing on the rug. He rolled onto his side and regarded his sleeping ginger companion, who snored softly into the pillows next to him. A smirk played on the Doctor's face and he reached out to gently brush a lock of tangled hair off her forehead. His fingers came back glistening with moisture. Even now, hours later, her brow was damp with perspiration. He bestowed a soft kiss on her temple and Donna didn't even move. He didn't expect her to awake for at least six more hours after the previous day's exertions.

Sitting up, he rolled his shoulders to work out the kinks in his back and winced slightly. He'd slept a long time, nearly four hours. It was the middle of the night on Mercador. The storm had subsided late yesterday afternoon, but he'd barely registered the absence of booming thunder and lightning. Another smile crossed his face as he thought back to yesterday's activities and he slipped out from under the light blanket and pulled it up around Donna's sleeping form. “Mia bella Donna,” he whispered, sliding a hand across her bare shoulders before getting to his feet and padding, naked, to the sink to fetch a glass of cold water. He couldn't remember the last time he'd been this thirsty, but that was to be expected after fourteen hours of almost straight lovemaking.

Feeling a bit sticky and sweaty, the Doctor decided to go for a swim. He loaded more wood onto the fire so that Donna wouldn't be in the dark and lit a torch in the flames. A quick touch to the braziers in the grotto outside lit the whole area in a blaze of light and the Doctor stepped down into the warm water. He took his time, paddling lazily around the pool, and listening to the pounding of the waterfall. The Doctor floated on his back and regarded the twinkling stars and twin moons shining above their hidden sanctuary. He felt the most relaxed he'd felt in centuries and a rare sigh of contentment left his lips. _I really should give in to the old mating urges more often,_ he thought and then slapped a hand over his mouth to stifle a raucous laugh, afraid that he would wake Donna.

His mind drifted to the past, a place where he didn't like to dwell because it was often too painful. When was the last time he'd done this with...well, anyone really? He frowned. Not his last incarnation. Too uptight and angry, that one. Oh, he'd flirted with Rose, but she was far too young for him. Perhaps when she'd grown and matured...a pang of sorrow struck his hearts and he shoved it away. His love was sleeping in the cave not fifty steps away it was to her that his attention now belonged, not the shadows of what could have been.

So when? He thought harder...ah. Yes. Of course. Benny. What was it with him and archeologists, anyway? River Song had hinted at a marriage and he shivered. River was also gone and he had no idea who she was, really. Best not to focus on the strange blonde woman with the crazy hair. But yes, Benny and his eighth incarnation, shortly after he'd regenerated. Blimey...so it had been at least two hundred and fifty years. He blew out a breath and turned his head to look at the cave. Another smile spread on his face. He certainly wasn't going to take that long of a break again, not if he could help it.

The Doctor swam to the steps and washed himself off, erasing all traces of yesterday's passionate lovemaking, and wrapped a towel around his waist. He padded back into the cave, where Donna was still sound asleep, and he settled down next to her. His thoughts still strayed to the past. With the exception of his wife on Gallifrey, all of his lovers had been human. The Doctor could count on one hand how many there had been in his 900 years. He had loved every single one of them, but had never considered marriage. It just wasn't for him.

His eyes shifted to Donna and he allowed himself the briefest second to wonder what it would be like if he were married to his amazing ginger companion. Something told him it wouldn't be much different than now, except there would be a lot more sex. People already assumed they were a couple, didn't they? In all of his years traveling in the TARDIS, nothing like that had ever happened between the Doctor and one of his companions.

The Doctor shifted to lay on his side and spooned Donna's body from behind. She made a slight noise of contentment and snuggled into his chest. He smiled and kissed the back of her head as one hand wrapped around her body to rest low on her stomach. The fingertips of his other hand gently stroked her forehead. His eyes half-closed, his breathing slowed, and he opened his mind up to the time eddies that constantly swirled on the edge of his consciousness. He'd learned at the Academy how to filter them out, but he had the ability to tune into them and see the potential futures of people. This wasn't something he did often and the practice was generally frowned upon, but there weren't any Time Lords left to chastise him now, were there? The Doctor mentally sank into the time energies and focused the flow towards Donna.

Two images popped up in his mind and that surprised him. There were generally more than two, a person's future being multifaceted, like a diamond. He gazed at the images. In the first, he saw Donna fast asleep in her bed at her mum's house in Chiswick. Her face was pale, like she was ill, but he was relieved that she otherwise seemed normal. There was the echo of a pang of sadness, but the Doctor couldn't tell if it was his own sadness or hers. The image wavered and faded as the second one came into view.

His hearts gave a lurch of excitement when he saw a very pregnant Donna waddling down the street, again in Chiswick. Wilf hobbled along next to her and the Doctor saw he'd taken to using a cane. His arm was entwined with his granddaughter's. Donna stumbled slightly and Wilf tugged on her arm to keep her from falling. An embarrassed grin crept across her face and she said something to him. Wilf laughed an answer and patted Donna's stomach fondly before the vision faded out.

The Doctor's eyes snapped open and a ridiculous grin spread across his face. Pregnant! Donna was going have a baby...or she might have a baby. One or both of those possible futures was going to come true. He had no idea whether the baby was going to be his, but he automatically assumed it was. Who else would Donna trust but him when it came to intimacy?

He'd told her that it was next to impossible for him to impregnate her, but he'd also learned never to underestimate Mother Nature. The Doctor wasn't a typical Time Lord, but part of him still held on to his peoples' old beliefs and customs. Three times they'd made love in his favorite position and he knew Donna was still fertile. _Oh my..._

He let go of Donna and rolled onto his back, folding his arms behind his head and focused on the flickering shadows of the fire on the rust colored ceiling. The Doctor tamped down on the excitement that was building in the very center of his being and causing his hearts to beat at a frantic pace. Once again, he forced himself to focus on the present. There was no use celebrating over a future that hadn't happened yet. His thoughts sobered as he remembered that those futures could be as soon as tomorrow or years away. Though, with the way Wilf was walking...no. Time to focus on other things, like the sleeping woman at his side.

His gaze shifted to Donna and he was struck with awe for the amount of trust she'd placed in him. He'd never bought into the human idea that virginity was sacred, but there was something special about the first time one made love, even among Time Lords. Mating _was_ almost sacred to Time Lords because it was something that didn't happen often, and so it was to be honored and enjoyed when it occurred. She'd trusted him to help her overcome an almost insurmountable fear. The fact that he was her first was something he'd always treasure in his hearts.

The Doctor's eyes closed and he remembered the look of pure wonder in her blue eyes when he'd first begun moving inside her after the initial discomfort had subsided. Making love to her that first time had been almost a hallowed act. At least, he'd treated it as such. Donna was worthy of such worship and reverence. He recalled gazing down in her flushed face as she panted underneath him, her heart beating in time with one of his own as her hips hesitantly surged up to meet his.

He felt a familiar twitching in his nether regions and his eyes opened in surprise because it was almost physically impossible for him to get aroused so soon after a lovemaking session. He'd have to wait a day at the very least. The Doctor took a deep breath and mentally forced his body to calm down. Donna would need a few days to recover, but he turned his head and grinned at her sleeping form. “Oh, Donna Noble,” he murmured. “No one's ever affected me like you do.”

For the time being, he decided that the only place he wanted to be was right by her side

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Donna came to several hours later, just as the sun was beginning to illuminate the cave with a warm golden glow. She stretched like a contented cat and she sensed the Doctor snuggling in behind her. A flood of love filled her and she smiled. “Good morning, Spaceman.”

“Good morning.” He kissed the curve of her shoulder. “Hungry?”

She smirked. “For you or for breakfast? Because frankly, I've had enough of you to last me awhile...” She turned in his arms and beamed up into his face, wiggled her eyebrows. “At least, until I've rested a bit.”

“More than a bit,” he replied. “A few days is more like it.”

“Oh, I don't know,” she purred. “Fourteen hours alone in the TARDIS with nothing to do but make love? Think of the possibilities!” She paused before flashing him a seductive smile. “Do you think she'd be upset if you took me up against the console?”

“Donna!” The Doctor's expression was a combination of shock and amusement. With his scruffy face and unkempt hair, the look on his face only served to make Donna bust into riotous laughter.

She slid her hand down and touched his flaccid member. “Pity,” she giggled. “You might last longer, but that's where I think human males have the superior advantage over you. They're ready to go with very little provocation.”

The Doctor was silent as she touched him, but he felt the telltale stirring in his loins again and he knew he couldn't have that, not so soon. He reached down and grasped her hand in a gentle but firm grip. “I'll show you superior,” he murmured in a low, sultry voice as he tried to distract her from her antics. He brought her hand up and kissed her fingers, letting his lips linger on each one.

Donna's eyes slid half-shut and she snorted. “Oh, just admit it, Time Lord. Humans _do_ have some advantages over...”

Her words were cut off when his mouth covered hers and he rolled her onto her back, pressing her head into the pillow. The Doctor did his brain-melting kiss that made Donna forget everything that was happening. _That has GOT to be a Time Lord superpower,_ she thought dimly. Donna reacted in an instant and she arched her back, whimpering against his lips, her body begging him to continue their activities from the previous day.

The Doctor continued with the kiss for several long moments before he released her mouth with a resounding pop and sat up, grinning like a naughty little boy. “Show me a human that can do that to a woman and I'll trade in my TARDIS.”

Donna blinked in the sunlight, dazed. “Not...likely,” she replied, her voice a bit faint. “Besides, I don't want to kiss any other man just to prove you wrong.”

“Double advantage!” the Doctor crowed and hopped to his feet. “The Time Lord wins again! Now, I believe I mentioned breakfast. I know a lovely little cafe on Refgulina that does an amazing Eggs Benedict...” He trailed off when he saw the sad expression on her face. “What's the matter? Don't you like Eggs Benedict?”

“No, it's just...” Donna sat up, clutching the blankets to her chest as she looked around the cave. “I didn't realize that we're leaving so soon.”

“Ah, well...” he scrubbed a hand through his hair. “I figured since we accomplished our mission in conquering your fear, it was time to move on, yeah?

“I suppose,” she replied.

There was a long silence before the Doctor knelt down next to her. “We can always come back,” he murmured.

Donna turned her face to look up into his brown eyes. “Can we?” She tried not to sound too eager or hopeful.

The Doctor's smile radiated warmth and love. “Oh yes. This is our special place now.”

Something passed between the two of them, the knowledge of a secret shared. Donna reached out a hand and touched his face, her fingers stroking the line of his jaw. “Doctor, I'd just like to stay a little longer is all, just for breakfast.”

He raised an eyebrow. “Are you sure you're not tired of my cooking?”

Donna mimicked him, her left eyebrow arching up. “As long as you don't put any of your 'barbeque sauce' on the eggs, I think I can stomach your budding culinary skills one more time.”

“Oi!” Donna giggled and he took her hand. “I'm fine with staying a bit longer, if that's what you want. Anything for my Earthgirl.”

Breakfast wasn't the disaster that either of them thought it would be. After they'd done the washing up and tidied the cave, they donned their clothing, the Doctor with enthusiasm and Donna just a bit reluctantly. The Doctor doused the fire and, after checking to make sure they hadn't forgotten anything, they headed up the stairs. Donna paused at the door and took one last wistful look around the magical grotto, vowing she'd come back someday.

The walk back to the capitol city was silent. It had been over a day since Donna had taken the Doctor's amazing pain reliever and certain parts of her anatomy were starting to remind her of that fact. She winced as they approached the gates, but the Doctor didn't seem to notice.

The Doctor went into the city hall and she waited for him, the same as when they'd arrived, and he returned only a few moments later. The TARDIS was right where they'd left it, though someone had strewn raggedy white flowers all around the base and over the top. The Doctor cracked an amused grin as he fished in his pocket for the key. “Mercadorian lilies! It's traditional to bedeck the doorstep of the newlywed's home with them. Bit late in the year for them, though. Those look a little past their prime, eh?”

“Bit like me,” Donna mumbled as he pushed the door open. She shifted a bit in discomfort.

“Now what's that supposed to mean?” the Doctor asked as she slipped by him into the ship.

“Just what it sounds like, Time Boy!” she tossed back over her shoulder, heading towards her room.

The Doctor shut the door behind him and strode to catch up with Donna. He caught her around the waist, stopping her in her tracks, and she squealed in protest. The Doctor laughed as he tugged her backwards against his chest. “You're hardly past your prime,” he purred into her ear. “I think you proved that yesterday.” His hand slid down and squeezed her hips, holding her against his body. “And I look forward to you proving that to me again...and again...and again...” His hips moved in a suggestive rhythm against her backside with each repetition of the word.

Donna's face tinged the slightest shade of red. “Spaceman!” she huffed. She was still getting used to the lustful and romantic sides of the Doctor.

“Hmm?” His nose tickled the sensitive skin behind her ear and she let out a shuddering breath, parts of her responding even though she still ached from the day before. “Oh don't worry,” he whispered. His lips grazed the shell of her ear and Donna bit her lip as her heart sped up. “I don't expect anything until you've recovered from yesterday. I don't think you're very comfortable right now.”

She swallowed once in embarrassment. “Is it that obvious?”

“Mmhm,” he murmured. “You're walking funny.” Donna squealed in surprise when she found herself lifted up bodily into his arms and he began striding down the corridor. “So, I'll do the walking for you.”

“Just who do you think you are, you prawn? Rhett Butler?”

The Doctor wiggled his eyebrows at her and affected a passable Southern accent. “If that's what turns the lady on, then I'll be whatever you want me to be, mah dear...”

Donna rolled her eyes but couldn't stop the grin from spreading on her face. The Doctor chuckled and took her to her room, laying her on the bed that hadn't been used in days. He settled down next to her and stroked her face with his fingers. Her eyes closed in contentment, enjoying his touch. “I can't rush you off for more adventures until you're feeling better. I mentioned a trip to a spa once. Does that still sound like a good idea?”

Her eyes snapped open in excitement. “Are you kidding? Yes!”

Donna heard a rattle and a white plastic bottle appeared in front of her face. “Terrific. Take the same dose as yesterday, have a long hot shower, and meet me in the control room.”

He set the bottle down on the nightstand and turned to go, but Donna grabbed his hand and her eyes flickered towards the bathroom. “Sure you don't want to join me?”

A slow grin crept across the Doctor's face. “I'll take a raincheck. I promise.” He leaned down and kissed her once before taking his leave. Donna waited until the door slammed before she rolled over, grabbed the bottle, and shuffled in a rather embarrassing fashion towards her bathroom.

In his own bedroom, the Doctor pulled off his rumpled brown suit and chucked it into the laundry chute before heading off to his bathroom. His thoughts turned to Donna's strange ability to sense the meaning of languages without actually being able to understand them. He got into the shower and began to scrub his body. The Doctor frowned, wracking his brain on how she was able to comprehend languages. The Doctor didn't understand and that drove him crazy because he didn't like when he couldn't figure out how something worked. Was it only Gallifreyan or could she also understand other languages? He decided to try a little experiment...

*************************************************************************************************************************************

An hour later, Donna entered the control room with a huge smile on her face and a spring in her step. She felt a million times better and was looking forward to their trip to the spa...wherever it was. The Doctor was at the controls, looking freshly washed and shaved. He no longer looked like a Glastonbury reject. Donna found she sort-of missed his unkempt hippy-Gothic-romance-novel-hero look. A memory flashed through her mind: the Doctor in a poet shirt holding his hand out to her, his eyes dark with intense desire. Her breath caught and she gripped the edge of the console to steady herself.

“Donna, are you ok?” the Doctor asked, glancing at her.

“Yeah, just remembering, Spaceman” she breathed and gave him a cheeky grin. He smirked back at her.

“Well, don't try to remember too much too soon, Ms. Noble. You'll get yourself all worked up and you're not quite ready for another session with me.” He shoved a lever and the TARDIS shuddered under their feet.

“I can't wait until our next session. Which spa are we going to?”

The Doctor glanced up at the time rotor as it wheezed and clanked. “Well, I'm not sure. It's been a while since I've been to a spa. Not really my thing, you know? Thought we'd stop by an intergalactic travel agency and take a look at some brochures.”

“Brochures?” Donna sniffed. “Well, I suppose. I didn't realize we'd have to book a spa getaway through a travel agent.”

He shrugged as the rotor slowed to a halt and the ship landed with a _thunk._ “I just want you to make a full recovery.” As Donna started to walk towards the doors, he made a discreet motion with a finger and flipped a small switch on the console. The Doctor caught up with her and whispered in her ear, slipping an arm around her waist. “Especially since you can't wait for next time.”

Donna giggled and opened the doors. A cacophony of alien sounds assailed the TARDIS and she slapped her hands over ears. “Doctor! _What the hell is that?!”_ Donna bellowed.

The tumultuous sounds didn't seem to faze the Doctor. He ignored her question, shoved his hands into his overcoat pockets, and strolled out into a crowd of creatures of all shapes and sizes. Most of them were sitting at tables and look up at projected images above their heads of faraway beaches, moons, amusement parks, ships, and other locations. Donna decided this was the strangest travel agency she'd ever been to and squinted at the Doctor's retreating back and frowned. She quickly slammed the doors behind her and followed him, keeping her hands pressed tightly against her ears. The sounds were obviously a myriad of different languages being spoken, but she was confused as to why she couldn't understand them. The TARDIS was always in her head, translating for her.

She quickened her step and caught up with the Doctor, who had sat down at one of the tables. A holographic face that Donna swore looked exactly like the blonde female version of Holly from _Red Dwarf_ popped up on the table as she sat down. “It's self-service!” he shouted at her in English. “Just tell it what kind of holiday you're interested in!”

“Spas!” Donna bellowed above the din. The face nodded and said something in a language Donna didn't recognize. It seemed to be processing.

“Doctor!” Donna hollered.

“Hmm?”

“What's wrong with the ship? I can't understand anything?”

“Can't you?” he asked, quirking his head to the side. “Huh. Translation matrix must be offline again. The TARDIS is an old ship, Donna. Can't you understand any of what's being said?”

Donna glanced around at the groups of aliens, although some of them were human...or humanoid. “Oi! How the bloody hell would I understand what this lot's saying? No one here is speaking English but us!”

“You were able to understand the gist of Gallifreyan. See if you can't do it again.”

Donna sighed in annoyance and glanced around. “I feel wrong eavesdropping,” she protested.

The Doctor shot her a sneaky half-smile and leaned his chin on the palm of his hand. “People are just planning their holidays, it's nothing too personal. I mean, we're in public! You can't help but hear what other people are talking about. Tell me what those people are discussing.” He pointed to two creatures that looked like giant flies. Donna tried not to shudder in revulsion as she studied them. Their language consisted of high pitched clicks and buzzes. Their facial expressions and gestures didn't make any sense to her, but as she listened she got the strangest feeling that they were having an argument.

“They're mad at each other,” she guessed. “Um...I think one wants to go one place and the other wants to go another place?” She paused and listened some more, quirking an eyebrow. “The first one sounds tired. I think this is an old argument between them, choosing where to go on holiday? I mean, I don't know what they're saying, just that I seem to get the idea...”

The Doctor's half-smile turned into a full on grin. “That's exactly what they're talking about. The wife there,” and he pointed to the giant fly on their left, “wants to go Senooba and has been asking for years. Lots of lovely dung piles there, but he won't hear of it.”

Donna made a disgusted face. “Are you done? Can we find a spa now?” Holly the Travel Agent was waiting patiently, her disembodied head floating a few inches above the table as she looked between the two of them.

“Just a moment,” the Doctor replied. She was surprised when he stood up and came behind her, resting one hand on her shoulder and the other slithered through her hair.

“What are you doing?” she cried in shock.

“Just humor me,” he said in a soft voice, trying to placate her as his fingers tightened against her scalp at the back of her head. “Keep listening.”

Donna felt the telltale nudge against her mind and her back stiffened. Her eyes darted around and she blushed bright red. The Doctor had only ever entered her mind like this when they'd been alone. The mental bond was very intimate to her and she wasn't comfortable being seen doing that in public. “Doctor!” she hissed. “Are you daft? Not here!”

“It's ok. No one knows what I'm doing. It looks like I'm giving you a scalp message. Just try for me, please?”

She turned crimson and tried to hold her anger in check. What was he up to? She was torn between jerking her head out from under his grip and obeying him. Donna chose to humor him and glanced back at the arguing fly couple. She listened to their buzzing and narrowed her eyes. “Oh...is she...is she threatening to leave him? Is she saying she saw him with another...um...woman?” Despite herself, she was getting interested. This was almost as good as the daytime soap operas back home!

The Doctor wasn't listening to her questions, though. His eyes were closed and he was inside her mind, tracing the delicate neural pathways of Donna's brain as she processed the speech and tried to make sense of it. Something wasn't quite right...he probed deeper. “Oh!” he exclaimed, his voice rising in pitch as he got more excited. “Oh, that's interesting! Donna, your cerebral cortex has a direct connection with the limbic system...” Donna turned her head and gave him an incredulous look and he faltered. “Uh...that's not...common.”

Donna was silent.

“It's probably evolutionary,” he continued. “People from your time shouldn't be able to do that yet, but that's why you can understand the emotional side of languages.”

“Bravo for me,” she snarked. “Now will you please get out of my head so we can choose a spa?”

The Doctor sniffed once and was about to withdraw from her mind, but his naughty streak flared up. _Are you sure you want to go to a spa?_ he thought to her, his mental voice taking on a touch of seductive silkiness. _I know a deserted planet where the ground is like a trampoline._ He sent her a mental picture of the world and an image of the two of them making slow love while the ground bounced gently beneath them. Donna sucked in a breath as heat flooded her body and he smirked, sensing her reaction. _That extra little nudge would only make me penetrate you deeper..._

“Doctor!” she half-wailed and half laughed as she wrenched her head out from under his hands. “No!”

He chuckled and sat back down in his chair, nodding to the patiently waiting hologram. “Show us what you've got.”

The next several minutes involved Donna and the Doctor debating over various spa planets. He wanted something with adventure, something new to see. Donna didn't care for that, only for relaxation and pampering. They finally settled on planet called Midnight that orbited an X-tonic star. The planet was made entirely out of diamonds. The holovideo promised excursions to exotic locations made from precious gems and fruity drinks by the pool. Both were hooked the moment they saw it; Midnight was a perfect compromise between the restless Doctor and his poor, sore companion.

Holly's twin was kind enough to make a reservation for them at the planet's only hotel and they headed off towards the TARDIS, Donna flipping through the brochures and crowing excitedly. “Doctor! It says here that the leisure palace has got an anti-gravity restaurant!” She paused and made a face. “How do you keep the food from getting all over your shirt?”

“Very large bibs,” the Doctor replied as he pushed open the doors to the TARDIS.

Donna stopped in the doorway and turned to another brochure. “It's got...bungee jumping? Blimey, I thought that would have gone out of fashion by now.”

Without thinking, the Doctor flipped the switch on the console to activate the TARDIS' translation circuits. “Donna, would you please shut the...”

She looked up, startled, when suddenly the conversation outside the doors blazed into English and she yelped in reaction. “Oi! She's working!”

The Doctor sidled sideways a half-step. “Fascinating.” He caught Donna's suspicious look at him and smiled innocently, but she wasn't convinced. He bounced down the gantry, slammed the doors, and plucked a random brochure out of Donna's hand, all in one swift motion. Flipping the brochure open, he strode back up to the console and his eyes grew wide. “Oh! Donna! There's an excursion to see a waterfall made of sapphires!”

Donna could hear the telltale excitement in the Doctor's voice and she shook her head. “Oh no, Spaceman. You go and enjoy yourself. I'm going to lay around and do nothing...”

He pouted just the slightest. “But Donna! Sapphires! And a crystal cliff!”

“This is a holiday, Doctor, and all I want to do on my holiday is be lazy.” She looked into his disappointed face and crossed her arms. “It's all your fault, anyway. If you hadn't shagged me sore, I wouldn't need a holiday or to be lazy.”

A slow grin crept up his face and he stepped closer, pulling the rest of the brochures from her hands and dropping them onto the grating of the control room floor. He put his hands on her waist and tugged her closer, pressing his body into hers. Donna sucked in a breath as desire shot through her. “Guilty as charged,” he purred. “A few days rest and you'll be as good as new. We may have to prolong our trip, Ms. Noble.” He leaned in a kissed her teasingly. “It's going to take us a few minutes to get to Midnight. How about we play 'One Question' to pass the time?”

Donna groaned. “Are you serious? That's what started this whole mess.”

“Mess?!” The Doctor's eyebrows shot up into his hairline. “What d'you mean 'mess'?”

“Well, not mess,” she corrected herself. “Though I was a mess after the first time...” she chuckled in memory before adding, “Oh, go on, then. What's your question?”

“Have you ever wanted to make love on a planet that's made entirely of diamonds?”

Donna laughed out loud. “I didn't even know planets could be made out of diamonds, but they say that diamonds are a girl's best friend.”

“Oi!” the Doctor protested. “I thought I was your best friend!”

“Of course you are.” Donna leaned her head against his shoulder and tightened her arms around him. He leaned his chin on the top of her head. “We're best mates...” she hesitated and smirked, “in both senses of that word.”

“I'm glad.” He pulled back and looked down at her in mock reproach. “But, you didn't answer my question.”

Donna beamed. “I'd love to find out what it's like to make love on a diamond planet. Lead the way, Spaceman.”

That was all the Doctor needed to hear. “Allons-y!” He pulled away and quickly entered coordinates and then sent them into the time vortex towards Midnight and their future, whatever it might hold.


End file.
